NOTICE OF THE ANNUAL GENERAL MEETING FOR REALFICTION HOLDING AB (publ) AND PUBLICATION OF ANNUAL REPORT FOR 2017
The shareholders of Realfiction Holding AB (publ) (”the Company”) are hereby invited to attend the Annual General Meeting on Monday, June 18, 2018 at 14:00 CET at the Company’s premises with the address Terminalgatan 1, C/O Mazars SET Revisionsbyrå AB in Helsingborg. Registration will begin at 13.30 CET. The company also announces that the annual report for 2017 is now available on the company’s website, www realfiction.com. A printed copy can be ordered via investor@realfiction.com.
RIGHT TO PARTICIPATE
Those wishing to attend the General Meeting must
- be registered as shareholders in the share register maintained by Euroclear Sweden AB as of Tuesday, June 12, 2018,
- notify the Company of their intention to attend no later than Tuesday, June 12, 2018.
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 General Meeting in person may exercise their rights at the AGM 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 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 General Meeting.
To have the right to attend the 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 12 June 2018. The re-registration may be temporary. The registration must be completed no later than 12 June 2018. 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 AGM.
PROPOSED AGENDA FOR THE GENERAL MEETING
1. Election of chairman for the 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 General Meeting was duly convened
6. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and auditor’s report for the Group
7. Resolutions on
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet
b) appropriation of the Company’s earnings according to the adopted balance sheet
c) discharging the members of the Board of Directors and the CEO from liability vis-à-vis the Company
8. Resolution on fees payable to the Board members and the auditor
9. Election of Board members, Chairman of the Board and auditor
10. Resolution on authorization for the board of directors regarding new issues
11. A.O.B. to come before the Meeting in accordance with the Company’s Articles of Association or the Companies Act
12. Conclusion of the General Meeting
After the conclusion of the AGM, the Company’s Management will give a presentation of Realfiction and its operations. In connection therewith, attending shareholders will have the opportunity to ask questions.
PROPOSALS
ELECTION OF CHAIRMAN FOR THE GENERAL MEETING (Item 1)
The Nomination Committee proposes that Åsa Hansdotter be elected as chairman of the meeting.
RESOLUTIONS ON APPROPRIATION OF THE COMPANY’S EARNINGS ACCORDING TO THE ADOPTED BALANCE SHEET (Item 7 b)
The Board of Directors and the CEO propose that no dividend be paid to the shareholders for the financial year 2017, and that the loss for the year be carried forward.
RESOLUTION ON FEES PAYABLE TO THE BOARD MEMBERS AND THE AUDITOR (Item 8)
The Nomination Committee proposes that fees paid to the Board members shall amount to DKR 75.000 per year and for the Chairman of the Board DKR 150.000 per year. Fees are only payable to Board members not employed by the Company. The Nomination Committee furthermore proposes that fees to the auditor be paid in accordance with approved invoices.
ELECTION OF BOARD MEMBERS, CHAIRMAN OF THE BOARD AND AUDITOR (Item 9)
The Nomination Committee proposes the re-election of Board members Søren Jonas Bruun, Peter Max, Clas Dyrholm and Peter Simonsen as well as the election of Peter Bugge Johansen as a new board member. It is furthermore proposed that Michael Kjær be re-elected as Chairman of the Board. Finally, the Nomination Committee proposes the re-election of the registered accountancy firm Mazars SET Revisionsbyrå AB, who has notified that Bengt Ekenberg will remain chief auditor.
RESOLUTION ON AUTHORIZATION FOR THE BOARD OF DIRECTORS REGARDING NEW ISSUES (Item 10)
The board of directors proposes that the annual general meeting resolves to authorize the board of directors 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 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.
In case the authorization is used for a new issue of shares, the total number of shares that may be issued shall not exceed 1 744 970 shares, corresponding to 15 percent of the total number of existing shares in the company at the time of the annual general meeting and the subscription price shall be on market terms (subject to customary new issue discount, as applicable). The purpose of the authorization as regards new issues of shares is to be able to source working capital, to be able to execute and finance acquisitions of companies as well as to enable new issues to industrial partners within the framework of partnerships and alliances.
Upon full utilization of the authorization, a maximum of 1 744 970 shares will be issued or alternatively be issued upon conversion, which corresponds to a total dilution effect of approximately 13 percent.
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.
ANY OTHER BUSINESS TO COME BEFORE THE MEETING IN ACCORDANCE WITH THE COMPANY’S ARTICLES OF ASSOCIATION OR THE COMPANIES ACT (Item 11)
As of the date of publication of this notice, no such business has been submitted to the Company.
DOCUMENTS
The Company’s Annual Report for the accounting year 2017, the auditor’s report for the same period and the proxy form for the AGM will be available on the Company’s website (www.realfiction.com) no later than 28 May. 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 AGM.
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.
INFORMATION AT THE AGM
The Board of Directors and the CEO must, at the request of any of the shareholders and if the Board deems it possible without causing material harm to the Company, provide information at the General Meeting on circumstances that may impact the assessment of an item on the agenda, circumstances that may impact the assessment of the Company’s or a subsidiary’s financial situation, the consolidated financial statements and the Company’s relationship with other Group companies. Shareholders wishing to submit questions in advance may do so to the Company’s email address: investor@realfiction.com.
Helsingborg, May 2018
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.
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, on May 21st, 2018.
About Realfiction Holding AB
Founded in Denmark in 2008, Realfiction is a leading mixed-reality solutions company, a market estimated to reach USD 80 billion by 2025. The company’s first product, Dreamoc, has been sold in over 10.000 units. DeepFrame, a new patent-pending product platform available as mixed-reality displays in larger and smaller formats, was made available to customers in September 2017. DeepFrame enables a wide range of new application areas for companies within entertainment, manufacturing and retail. The platform is also being developed for innovative consumer products. For easy access to Realfiction’s products, the company provides complete solutions that can be purchased, rented or leased in collaboration with a global network of distributors and content creators. Realfiction Holding AB’s share is publicly traded on Nasdaq Stockholm First North under the symbol “REALFI”. The share’s ISIN code is SE0009920994.
