Notice of the Annual 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 Annual General Meeting on Tuesday, 11 June 2019 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.
RIGHT TO PARTICIPATE
Those wishing to attend the Annual General Meeting must
- be registered as shareholders in the share register maintained by Euroclear Sweden AB as of Tuesday, 4 June 2019, and
- notify the Company of their intention to attend no later than Tuesday, 4 June 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 Annual General Meeting in person may exercise their rights at the Annual 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 Annual 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 Annual General Meeting.
NOMINEE-REGISTERED SHARES
To have the right to attend the Annual 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 4 June 2019. The re-registration may be temporary. The registration must be completed no later than 4 June 2019.
PROPOSED AGENDA FOR THE ANNUAL GENERAL MEETING
1. Opening of the General Meeting
2. Election of chairman for the General Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the General Meeting was duly convened
7. Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and auditor’s report for the Group
8. 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
9. Resolution on fees payable to the Board members and the auditor
10. Election of Board members, Chairman of the Board and auditor
11. Resolution on authorization for the board of directors regarding new issues
12. Resolution to amend the articles of association
13. Conclusion of the General Meeting
PROPOSALS
RESOLUTIONS ON APPROPRIATION OF THE COMPANY’S EARNINGS ACCORDING TO THE ADOPTED BALANCE SHEET (Item 8 b)
The Board of Directors and the CEO propose that no dividend be paid to the shareholders for the financial year 2018, and that the result for the year be carried forward.
RESOLUTION ON FEES PAYABLE TO THE BOARD MEMBERS AND THE AUDITOR (Item 9)
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. 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 10)
The Nomination Committee proposes the re-election of Board members Søren Jonas Bruun, Peter Max, Clas Dyrholm, Peter Simonsen and Peter Bugge Johansen. 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 11)
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 specified in chapter 13 § 5 first paragraph 6 and chapter 15 § 5 first paragraph 4 in the ABL (Aktiebolagslagen).
If this authorization is used to issue new shares or issue convertibles, the share issues or conversion may not exceed a total of 15 percent of the total number of outstanding shares in the Company on the day when the board of directors 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.
Passing the resolution in accordance with the above requiresthe support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
RESOLUTION TO AMEND THE ARTICLES OF ASSOCIATION (Item 12)
The Board proposes that a new item regarding the location where general meetings are to be held is added to the articles of association. In accordance with this, the Board proposes to add a new § 7 in the articles of association with the wording as follows:
§ 7 Ort för bolagsstämma/Location of general meetings
Bolagsstämma ska hållas i Helsingborg eller Stockholm.
General meetings shall be held in Helsingborg or Stockholm.
Passing the resolution in accordance with the above requiresthe support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
DOCUMENTS
The Company’s Annual Report for the accounting year 2018, 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) and at the Company’s office, Terminalgatan 1, c/o Mazars SET Revisionsbyrå AB in Helsingborg no later than 21 May 2019, and complete proposals for resolutions to be addressed no later than 28 maj 2019. All documents will also be sent to the shareholders who so request and provide their postal address. The documents will also be available at the Annual 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.
ADDITIONAL INFORMATION
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information during the general meeting regarding circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company’s or its subsidiaries’ financial situation, consolidated financial statements and the Company’s relation to other companies within the group. Shareholders are able to send questions in advance to the Company’s email address: investor@realfiction.com.
PROCESSING OF PERSONAL DATA
Personal data obtained from the share register held by Euroclear Sweden AB, registration and participation at the general meeting, as well as information regarding deputies, proxies, and advisors will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the general meeting. Information on how your personal information is processed can be found at https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammorsvenska.pdf
Helsingborg, May 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.
