NOTICE OF EXTRAORDINARY GENERAL MEETING IN OMNICAR HOLDING AB
The shareholders of OmniCar Holding AB, the “Company”, are hereby notified of the extraordinary general meeting, to be held on Friday, June 28, 2024, at 16:00 CEST, at the premises of Advokatfirman Lindahl KB, Smålandsgatan 16, 111 46 Stockholm, Sweden.
RIGHT TO ATTEND AND NOTIFICATION
Shareholders wishing to attend the meeting must:
- be registered as a shareholder in the share register kept by Euroclear Sweden AB as of Wednesday, June 19, 2024,
- notify the Company of their intention to participate in the general meeting no later than on Monday, June 24, 2024.
Notification of attendance shall be made by e-mail to leo.mileblad@lindahl.se (write “General Meeting OmniCar” in the subject line) or by writing to the Company at the address Advokatfirman Lindahl KB, Box 5898, 102 40 Stockholm (label the envelope “General Meeting OmniCar”). Upon notification, please state name or company name, personal ID number or organizational number, address, and daytime telephone number. For notification of advisors, the notification procedure above applies.
NOMINEE REGISTERED SHARES
To be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder's own name, so that the holder is entered in the share register kept by Euroclear Sweden AB on the record date as of Wednesday, June 19, 2024. Registration in this way may be temporary (so called voting rights registration) and is requested from the nominee in accordance with the nominee's routines. Voting rights registration that has been requested in such time that the registration has been completed by the relevant nominee no later than Monday, June 24, 2024, will be taken into account in the preparation of the share register.
PROXY AND PROXY FORM
Anyone who does not attend the general meeting in person may exercise their right at the general meeting via a proxy in possession of a signed and dated form of proxy. Forms of proxy are available on the Company’s website www.omnicarinvestor.com. The form of proxy may also be obtained from the Company at the contact information above. If the proxy is issued by a legal person, a copy of their registration certificate or equivalent authority document must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the general meeting, forms of proxy, registration certificates and other documentary authority should be received by the Company well in advance before the general meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the meeting has been duly convened
- Resolution on approval of related party transaction
- Resolution on whether the Company should go into liquidation
- Closing of the meeting
PROPOSED RESOLUTIONS
Item 7 – Resolution on approval of related party transaction
The board of directors proposes that the general meeting approves the agreement entered into with Omni Aps, cvr.no 44856840, on June 11, 2024.The agreement is considered to be a material transaction with a related party to the Company within the meaning of the Swedish Securities Council’s decision AMN 2019:25. The board of directors hereby submits the following report regarding the agreement.
On May 24, 2024, the Company announced via a press release that the Company was in need of external capital to be able to continue the business. For this reason, the board of directors has been in discussions about financing the Company and strategic alternatives with major shareholders and external investors. The board of directors has during these talks learnt that the major shareholders’ interest in supporting the Company – which historically has been very strong – going forward is very limited. Discussions with external investors have not led to a solution for the Company that would ensure that the Company could continue operations and/or create value of the Company’s shareholders.
The Company has hereafter received an offer of SEK 100,000 from Omni ApS to acquire the Company’s wholly owned and Danish subsidiary, Omnicarservice Aps, cvr.no 40569820 (the “Subsidiary”), including software, programs, systems, licenses, code, rights and data, owned by the Company (the “Business Transfer”). The Business Transfer includes in essence the Company’s entire business and the board of directors has on June 11, 2024, entered into an agreement regarding the Business Transfer.
The Business Transfer is conditional upon (i) the approval of the shareholders at the general meeting with the required majority, and (ii) that certain administrative measures are executed to enable a liquidation of the Company in accordance with item 8 on the agenda.
According to AMN 2019:25, the Company and Omni ApS are considered to be related parties since Omni ApS is 100 percent owned by the Company’s CEO, Mikkel Kofod Christensen.
The board of directors has carefully considered alternatives for the Company's continued operations and in light of the considerable debt held by the Company totaling approximately MSEK 16, finds that the only alternative to the Business Transfer, is to apply for bankruptcy of the Company and the Subsidiary. The board of directors therefore proposes that the general meeting approves the Business Transfer and decides to liquidate the Company in accordance with item 8 on the agenda.
The resolution is conditional upon the general meeting resolving in accordance with item 8 on the agenda.
Resolutions in accordance with this item require that the resolution is supported by shareholders representing at least half of both the votes cast and the shares represented at the meeting, however, that the shares and votes held, directly or indirectly, by Mikkel Kofod Christensen shall not be taken into account.
Item 8 – Resolution on whether the Company shall be liquidated
The board of directors propose that the general meeting resolves that the Company shall be liquidated. The Company has faced a challenging market situation at the same time as the Company has been in need of external financing. The board of directors has been working for a long time to create the conditions for further financing or other to find strategic alternatives. After consultation with major shareholders in the Company, the board of directors has found that the major shareholders’ interest in financing the business in the future is very limited. The Business Transfer, described under item 7 on the agenda, has proven to be the only alternative to bankruptcy for the Company. After the Business Transfer, no business will remain in the Company. The board of directors therefore proposes that the Company be liquidated. The board of directors assesses that there is no alternative to liquidation besides applying for bankruptcy.
The resolution on liquidation is proposed to apply from the date on which the Swedish Companies Registration Office has appointed a liquidator.
The board of directors' preliminary assessment is, based on currently known conditions, that it will not be possible to distribution any funds to the shareholders after liquidation costs have been paid. Any distribution, should funds be available, is expected to take place in connection with the expiry of the time for summoning unknown creditors or at the latest in connection with the presentation of the liquidator's final accounts.
Peter Kullgren, attorney at Advokatfirman Lindahl KB, is proposed as liquidator and has declared his willingness to take on the assignment.
The board of directors proposes that the general meeting authorizes the chairman of the board to take the measures required for the registration of the resolution with the Swedish Companies Registration Office.
The resolution is conditional upon the general meeting resolving in accordance with item 7 on the agenda.
DOCUMENTS
All documents in accordance with the Swedish Company’s Act (2005:551) will be available at the Company and on the Company’s website, www.omnicarinvestor.com, and will be sent, immediately and free of charge to the recipient, to those shareholders who so request and state their postal address.
INFORMATION
Shareholders are reminded of their right to request information from the board of directors and the CEO at the general meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in June, 2024
OmniCar Holding AB (publ)
The board of directors