Call for Extraordinary General Meeting of FundedByMe AB (publ) on July 26 2019
The shareholders in FundedByMe Crowdfunding Sweden AB (publ), reg. no. 556871-1823, (the ”Company”), are hereby summoned to an extraordinary general meeting at the Company’s premises on Birger Jarlsgatan 41A, 111 45 Stockholm, on Friday 26 juli 2019, at 8 am. Registration for the meeting starts at 7:30 am
Registration
Shareholders who wish to attend the meeting must be included in the share register kept by Euroclear Sweden AB on the recorded date, which is Friday, July 19, 2019.
Shareholders wishing to participate in the Meeting must, no later than Friday, July 19, 2019, notify their participation and any representative or assistant to the Company. The application is made in writing to FundedByMe Crowdfunding Sweden Aktiebolag (publ), Att: FundedByMe, c / o Laika Consulting AB, Birger Jarlsgatan 41A, 111 45 Stockholm or via e-mail to bolagsstamma@fundedbyme.com
When registering, a full name, personal or corporate identity number, address, daytime telephone number, and, if applicable, information about deputies, representatives and assistants must be stated. The number of assistants must not exceed two. In order to facilitate the admission to the GM, the notification, if applicable, should be accompanied by proxies, registration certificates and other authorization documents.
Manager-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend and vote for their shares at the meeting, request that they be temporarily included in the share register kept by Euroclear Sweden AB. The shareholder must notify the nominee in good time before the recorded date, when such introduction must be executed.
Agent
Shareholders represented by proxy shall issue a written and dated power of attorney for the representative in writing by the shareholder. If the power of attorney is issued by a legal person, a copy of the certificate of registration must be attached or, if such a document does not exist, the corresponding authorization document. The power of attorney in original shall also be presented at the meeting. Proxy forms in Swedish and English can be downloaded from the Company's website: https://fundedbyme.com/company
Proposed agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of voting list.
4. Election of at least one adjuster.
5. Approval of the agenda.
6. Determination of whether the meeting has been duly convened.
7. Election of Nomination Committee
8. Election of Board member
9. Approval of the Board's decision on a rights issue.
10. Decision on re-stocking (change class) of shares from A to B shares.
11. Closing of the Meeting.
The Board's proposal under item 2
The Board proposes Daniel Daboczy as Chairman of the Meeting.
The Board's proposal under item 7
The Board of Directors proposes that Arno Smit continues in the Nomination Committee and that Choon Seng Tan is elected to the Nomination Committee.
The Nomination Committee's proposal under item 8
The Nomination Committee proposes that Peter Ottosson be elected as a Board member. If the meeting decides according to the proposal, the board will, after the election, consist of Johan Jörgensen (chairman), Daniel Daboczy, Klara Leander, Bengt Åkesson, and Peter Ottosson.
Peter Ottosson is an economist from the Stockholm School of Economics and an experienced entrepreneur. Peter has through his company Lykta Affärsutveckling AB been a consultant in roles such as Head of Accounting, Financial Manager and Senior Financial Controller in a wide range of industries, especially in the financial industry but also on companies such as Storytel and Bisnode. Peter comes most recently from Arken Zoo, which is an EQT-owned company within retail and before that from a long assignment as a senior financial controller on Nasdaq. Peter is also an investor and owns 41,978 B shares in FBM. Peter has a strong passion for entrepreneurship and sees FBM as an important player for Sweden. Peter will contribute to FBM above all with his knowledge of financial control and his experiences from Nasdaq.
Peter Ottosson replaces Choon Seng Tan who has been on FundedByMe's board since Link2Ventures invested in the company in 2015. The company has entered a new phase after the listing where much of the formalities are in Swedish and Choon Seng Tan resides in Singapore. Choon Seng Tan continues in FundedByMe in an advisory role as well as owner.
The Board's proposal under item 9
The Board of Directors proposes that the GM approves the Board's decision on a rights issue, taken on April 18, 2018. On the occasion of the Annual General Meeting on May 15, 2019, the issue was in full swing. Now that the outcome of the issue has been established, the Board will formally approve the decision at the meeting.
For clarification, the approval applies to the rights issue that was carried out on April 30 - May 17 with recorded date on April 26, 2019 and whose terms are given below.
Conditional approval at a General Meeting in 2019 in FundedByMe Crowdfunding Sweden AB (publ), org. Nr. 556871-1823, and conditional on that the maximum number of shares in the company's Articles of Association is being increased at the Annual General Meeting on May 15, 2019, the Board has decided to issue a maximum of 1,353,497 number of new B shares, corresponding to an increase of the share capital by no more than SEK 197,995.40, and maximum number of warrants TO1B, 1,353,497. corresponding to an increase of no more than SEK 197,995.40 in share capital, according to the terms of this issue. For full terms see the Company's issue memorandum.
Summary conditions: The person who is registered as a shareholder of FundedByMe on the record day on April 26, 2019 owns preferential rights to subscribe for units in the Company based on existing shareholdings in the Company. Four (4) held shares, regardless of share class, entitle subscription for one (1) unit. Payment before June 20, 2019.
Subscription price: SEK 4.45 per unit. No commission is payable.
Record day: April 26, 2019
Subscription period: 30 April - 17 May 2019
Trading in unit rights: April 30 - May 15, 2019
Trading in BTU: April 30 until the issue is registered Companies Registration Office.
Allocation principles: Allocation principles for subscription without the support of preferential rights.
In the event that not all units are subscribed for on the basis of preferential rights, the Board shall decide on allotment within the framework of the maximum amount of the Rights Issue. Allocation takes place on the following grounds:
a) primarily to those who have subscribed units with the support of unit rights and who wish to subscribe for additional units (regardless of whether they were shareholders on the record date or not), pro rata in relation to their subscription with the support of unit rights;
b) secondly, to others who have reported interest in subscribing to units without the support of unit rights, pro rata in relation to their reported interest;
c) thirdly, to those who have issued underwriting guarantees for subscription of units, pro rata in relation to their pledged guarantees.
Offer: One (1) Unit consists of one (1) newly issued share of Series B and one (1) Warranty TO 1 B. The subscription price is SEK 4.45 per unit, ie SEK 4.45 per new subscription of Series B. The warrants are received free of charge. Shares are issued at the fixed price of SEK 4.45 per share and the TO1B warrants with a strike price of SEK 8.90 per share in June 2020. The new shares entitle the holder to dividend in 2019 on the record date for dividends that are closest to when the shares have been registered. Allocation is made according to the subscription list from Aqurat Fondkommission and according to a separate list for those who signed out. Subscription has been made with preferential rights and without preferential rights.
The boards proposal under item 10
The Board proposes that the AG gives the board mandate to re-stock (change class) of the A-shares to B-shares thus only having one class of shares listed, when the circumstances and the prerequisites allows so and are deemed as appropriate.
Documents and information
The Board of Directors' complete proposal for resolutions according to the above and related documents pursuant to the Swedish Companies Act (2005: 551), will be available at the Company's office, address as above, and at the Company's website, https://www.fundedbyme.com, most recently three weeks before the meeting. Copies of the said documents will also be sent to the shareholders who so request and thereby state their address and will also be available at the meeting.
According to the Swedish Companies Act (2005: 551), the Board of Directors and the Managing Director shall, at the request of shareholders, provided that the Board considers that this can be done without material damage to the Company, provide information on all matters that may affect the assessment of a matter on the agenda at the Meeting.
For information on how your personal data is processed, please refer to the privacy policy that is available on Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Integritetpolicy-bolagsstamor-svensk.pdf
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Stockholm, June 2019
Board of FundedByMe Crowdfunding Sweden AB (publ)
For further information, please contact:
FundedByMe Crowdfunding Sweden AB
Daniel Daboczy, CEO
Mobile: +46 (0) 73 6269985
Email: daniel@fundedbyme.com
*English translation for convenience only
