Notice of Extraordinary General Meeting in Realfiction Holding AB (publ)
The shareholders of Realfiction Holding AB (publ), reg. no 559110-4616(”the Company”) are hereby invited to attend the Extraordinary General Meeting on Wednesday, April 24, 2019 at 13:00 CET at the Company’s premises with the address Terminalgatan 1, c/o Mazars SET Revisionsbyrå AB in Helsingborg. Registration will begin at 12:30 CET.
RIGHT TO PARTICIPATE
Those wishing to attend the Extraordinary General Meeting must
- be registered as shareholders in the share register maintained by Euroclear Sweden AB as of Tuesday, April 16, 2019, and
- notify the Company of their intention to attend no later than Tuesday, April 16, 2019.
NOTIFICATION TO THE COMPANY
Registration of participation shall be provided by email to: investor@realfiction.com. Registration may also be provided in writing to Realfiction Holding AB, Terminalgatan 1, 252 78 Helsingborg. When registering, shareholders are asked to state their name or business name, personal ID or company registration number, number of shares held, address, daytime telephone number and, if applicable, information about deputies or advisors (maximum two).
PROXY AND PROXY FORM
Shareholders not attending the Extraordinary General Meeting in person may exercise their rights at the Extraordinary General Meeting by proxy, by providing a written, signed and dated proxy (original). Proxies must not be more than one year old unless a longer period of validity, not exceeding five years, is stated in the proxy. If a proxy is issued by a legal entity, a copy of the entity’s registration document or similar authorisation document must be attached. A proxy form is available at the Company’s website, www.realfiction.com. The proxy form can also be obtained from the Company by e-mail as above. To facilitate entry into the Extraordinary General Meeting, proxies, registration documents and other authorisation documents should be provided to the Company in connection with the registration of participation, i.e. in advance of the Extraordinary General Meeting.
To have the right to attend the Extraordinary General Meeting, shareholders whose shares are registered with a nominee must have their shares re-registered in their own name in the share register maintained by Euroclear Sweden AB well ahead of April 16, 2019. The re-registration may be temporary. The registration must be completed no later than April 16, 2019. Information retrieved from the share register maintained by Euroclear Sweden AB, registrations of participation along with information about proxies, deputies and advisors will be used for the registration procedure, preparation of the voting list and, if applicable, for the minutes from the Extraordinary General Meeting.
PROPOSED AGENDA FOR THE EXTRAORDINARY GENERAL MEETING
1. Election of chairman for the Extraordinary 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 Extraordinary General Meeting was duly convened
6. Resolution on a directed capital increase with deviation from the preferential subscription rights
7. Conclusion of the Extraordinary General Meeting
PROPOSAL
DIRECTED CAPITAL INCREASE WITH DEVIATION FROM THE PREFERENTIAL SUBSCRIPTION RIGHTS (Item 6)
The board decided to propose the Extraordinary General Meeting to decide to increase the share capital by 67,980.30 SEK through a directed capital increase of 679,803 shares, on the following terms:
1. Subscription price for the shares shall be SEK 10 per share. The subscription price is the market value of the share after a discount on market terms.
2. The right to subscribe for the new shares, with deviation from the shareholders’ preferential rights, shall be awarded to:
a. Bengt Helmersson (83,173 shares),
b. Fredrik Åhlander (22,179 shares),
c. Jimmie Landerman (77,629 shares),
d. Kjell Nilsson (44,359 shares),
e. Modelio Equity AB (publ), reg. no 559078-4848, (55,449 shares),
f. Peter Nilsson (44,359 shares),
g. Christian Månsson (27,724 shares),
h. Gerhard Dal (110,898 shares),
i. John Andersson Moll (77,629 shares),
j. MIB AB, reg. no 556779-5710, (25,506 shares),
k. Paginera Invest AB, reg. no 556736-7502, (110,898 shares),
each a Party and collectively Parties.
3. The reason for the deviation from the shareholders’ preferential rights is that the Company has earlier entered into bridge loan agreements with the Parties on terms that the Parties may, by the choice of the Company, set off their debt against new shares in the Company.
4. The application for subscription to the shares shall be made during the period from 25 April 2019 until 10 May 2019. Subscription shall take place on a separate subscription form. The board shall be entitled to extend the application period.
5. Subscription to the new shares is made by a set-off of each of the Parties’ debt against the company.
6. The new shares shall carry an entitlement to participate in dividends for the first time on the next record day for dividend taking place after the capital increase has been registered at the Swedish Companies Registration Office and the shares have been registered in the shareholders’ register held by Euroclear Sweden AB (“Euroclear”).
7. The board of directors proposes to issue a Power of Attorney to the CEO Clas Dyrholm, or the person he puts in his place, to make relevant changes and/or amendments in documents related to the directed capital increase, e.g. press releasing the Extraordinary General Meeting's resolution, and make minor adjustments that may be necessary in connection with the registration of the resolution at the Swedish Companies Registration Office and Euroclear.
DOCUMENTS
The Company’s Annual Report for the accounting year 2017, the auditor’s report for the same period, the board’s proposal in full and the proxy form will be available on the Company’s website (www.realfiction.com) no later than 10 April 2019. All documents will also be available at the Company, Terminalgatan 1, c/o Mazars SET Revisionsbyrå AB in Helsingborg, and will be sent to the shareholders who so request and provide their postal address. The documents will also be available at the Extraordinary General Meeting.
NUMBER OF SHARES AND VOTES
The total number of shares and votes in the Company as of the issue date for the notice is 11,633,135. As of the same date, the Company is holding no shares in treasury.
Helsingborg, 5 April 2019
The Board of Directors 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
Certified Adviser
Sedermera Fondkommission is the company's Certified Adviser and can be contacted via ca@sedermera.se or +46 40 615 14 10.
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.
