Notice of Extra General Meeting in Realfiction Holding AB (publ)

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The shareholders of Realfiction Holding AB (publ), reg. no. 559110-4616, (the "Company") are hereby summoned to the Extra General Meeting on Wednesday 18 November 2020. In light of the coronavirus, the Extra General Meeting is conducted through advance voting pursuant to temporary regulations. Therefore, it will not be possible to attend the Meeting in person or by proxy.

RIGHT TO PARTICIPATE
Those wishing to participate in the Extra General Meeting must be registered as shareholders in the share register maintained by Euroclear Sweden AB as of Tuesday, 10 November 2020.

NOTIFICATION TO THE COMPANY
Notification of participation in the Meeting is completed by submitting an advance voting form in accordance with the instructions set forth in the section “Advance voting” below. In order to participate in the Extra General Meeting, shareholders whose shares are registered in the name of a trustee must register the shares into their own name. Such registration, which may be temporary, must be completed by Tuesday, 10 November 2020.

ADVANCE VOTING
The shareholders may exercise their voting rights at the Extra General Meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The advance voting form is considered as the notification of participation at the Extra General Meeting. The completed advance voting form must be received by the Company no later than Tuesday, 17 November 2020. The completed form, in original, shall be sent to Realfiction Holding AB, c/o Mazars AB, Terminalgatan 1, 252 78 Helsingborg, Sweden. The completed form may alternatively be submitted electronically to investor@realfiction.com. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form.  The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

PROPOSED AGENDA
1. Election of a chairman of the Extra General Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the Extra General Meeting was duly convened
6. Resolution on authorization for the Board regarding new issues
7. Closing of the meeting

PROPOSED RESOLUTIONS, ETC.

ITEM 1 - ELECTION OF A CHAIRMAN OF THE EXTRA GENERAL MEETING
The Board proposes that the Chairman of the Board, Michael Kjær, is elected Chairman of the Extra General Meeting.

ITEM 2 - PREPARATION AND APPROVAL OF THE VOTING LIST
The voting list proposed for approval under item 2 on the agenda is the voting list prepared by the Company, based on the shareholders’ register and advance votes received, and verified by the persons elected to approve the minutes.

ITEM 4 – ELECTION OF ONE OR TWO PERSONS TO VERIFY THE MINUTES
Peter Bugge Johansen and Clas Dyrholm or, to the extent both or any of them are prevented, the person or persons assigned by the Board, are proposed as persons to approve the minutes. The assignment for the persons to approve the minutes includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the Extra General Meeting.

ITEM 6: RESOLUTION REGARDING AUTHORIZATION FOR THE BOARD REGARDING NEW ISSUES
The Board proposes that the Extra General Meeting resolves to authorize the Board to, at one or several occasions, during the time up until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, resolve to issue shares, share option rights and/or convertibles. A new issue should be able to be made with or without provisions regarding contribution in kind, set-off or other conditions specified in chapter 13 § 5 first paragraph item 6, chapter 14 § 5 first paragraph item 6 and chapter 15 § 5 first paragraph item 4 in the ABL (Aktiebolagslagen).

If this authorization is used to issue new shares, share option rights or convertibles, the number of shares that can be issued or added in conjunction with exercise of share option rights or conversion may not exceed a total of 30 percent of the total number of outstanding shares in the Company on the day when the Board utilizes the authorization the first time. The subscription price is to be set according to market pricing (while reserving the right to use a market relevant discount when applicable). The aim of this authorization is to enable the Company to acquire operating capital, to conduct and finance business acquisitions and to facilitate share issues to industrial partners involved in collaborations and alliances.

The Company’s CEO shall be authorized to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office and/or Euroclear Sweden AB.

Passing the resolution in accordance with the above requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extra General Meeting.

Questions and shareholders’ right to request information
At the Extra General Meeting, if any shareholder should so request and the Board assesses that this can be done without significant damage to the Company, the Board of Directors and the CEO shall provide information about circumstances that could affect the assessment of items on the agenda and the Company’s relationship to other group companies. The request for such information shall be made by e-mail to investor@realfiction.com no later than 8 November 2020. The information is provided by being made available at the Company and the Company’s website, no later than 13 November 2020. Furthermore, the information will be sent within the same time period to the shareholders who so request and provide their postal address.

NUMBER OF SHARES AND VOTES
The total number of shares and votes in the Company as of the issue date for the notice is 15,610,613. As of the same date, the Company is holding no shares in treasury.

DOCUMENTS AND PROXY FORMS
The Board’s proposal in full, the advance voting form and the proxy form are available on the Company’s website (www.realfiction.com) and at the Company’s office, Terminalgatan 1, c/o Mazars AB in Helsingborg. All documents will also be sent to the shareholders who so request and provide their postal address. The shareholders’ register for the Meeting is also made available at the Company.

PROCESSING OF PERSONAL DATA
Personal data obtained from the share register held by Euroclear Sweden AB, registration and participation at the Extra General Meeting, as well as information regarding deputies, proxies, and advisors will be used for registration, preparation of the voting list for the Extra General Meeting and, where applicable, the minutes of the Extra General Meeting. Information on how your personal information is processed can be found at https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Helsingborg, November 2020
The Board of Realfiction Holding AB (publ)

For more information about Realfiction Holding AB, please contact: 
Clas Dyrholm, founder and CEO 
Telephone: +45 25 22 32 81 
Email: clas@realfiction.com  
www.realfiction.com   

Certified Adviser  
Mangold Fondkommission AB is the Company's Certified Adviser and can be contacted via ca@mangold.se or +46 8 503 015 50.

This information is information that Realfiction Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 9.00 CET on 2 November 2020. 

About Realfiction Holding AB
Founded in Denmark in 2008, Realfiction is a leading innovator and provider of Mixed Reality solutions and services, a market estimated to reach USD 80 billion by 2025. Realfiction continues to invent technologies within Mixed Reality, with an intention to disrupt the industry by pursuing the vision of converting science fiction into real fiction. Realfiction Holding AB’s share is publicly traded on Nasdaq Stockholm First North under the symbol “REALFI”. The share’s ISIN code is SE0009920994.

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