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 summoned to the Annual General Meeting on Thursday, 25 June 2020. In light of the coronavirus, the Annual General Meeting is conducted through advance voting pursuant to temporary regulations. Therefore, it will not be possible to attend this year’s Meeting in person or by proxy.
RIGHT TO PARTICIPATE
Those wishing to participate in the Annual General Meeting must be registered as shareholders in the share register maintained by Euroclear Sweden AB as of Thursday, 18 June 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 Annual 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 Thursday, 18 June 2020.
ADVANCE VOTING
The shareholders may exercise their voting rights at the Annual 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 Annual General Meeting. The completed advance voting form must be received by the company no later than Wednesday 24 June 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 FOR THE ANNUAL GENERAL MEETING
1. Election of a chairman of the Annual 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 Annual 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 Board members and the CEO from liability vis-à-vis the Company
8. Determination of fees to the Board members and auditor
9. Election of Board members, Chairman of the Board and auditor
10. Resolution on authorization for the Board regarding new issues
11. Conclusion of the Annual General Meeting
PROPOSED RESOLUTIONS, ETC.
ITEM 1 - election of a chairman of the Annual General Meeting
The Board proposes that the Chairman of the Board, Michael Kjær, is elected Chairman of the Annual 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 mintues.
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 Annual General Meeting.
ITEM 7B - RESOLUTION ON APPROPRIATION OF THE COMPANY’S EARNINGS ACCORDING TO THE ADOPTED BALANCE SHEET
The Board proposes that no dividend be paid to the shareholders for the financial year 2019, and that the result for the year be carried forward.
ITEM 8 - DETERMINATION OF FEES PAYABLE TO THE BOARD MEMBERS AND AUDITOR
Shareholders representing 18 per cent of the votes in the Company propose that fees paid to each of the Board members shall amount to DKK 75,000 per year and for the Chairman of the Board DKK 150,000 per year. The beforementioned shareholders furthermore propose that fees to the auditor be paid in accordance with approved invoices.
ITEM 9 - ELECTION OF BOARD MEMBERS, CHAIRMAN OF THE BOARD AND AUDITOR
Shareholders representing 18 per cent of the votes in the Company propose the re-election of Board members Michael Kjær, Peter Bugge Johansen, Clas Dyrholm and Peter Simonsen and the election of Søren Jørgensen.
Søren Jørgensen, born 1970, has a legal background. For 20 years he was M&A lawyer and until 2016 he was partner in one of the major Copenhagen law firms. For more than 15 years he has served as professional board member in various Danish, Norwegian and UK companies, including a number of tech companies, mostly focusing on strategy, growth and corporate governance.
It is furthermore proposed that Michael Kjær be re-elected as Chairman of the Board.
Finally, the beforementioned shareholders propose the re-election of the registered accountancy firm Mazars AB, who has notified that Bengt Ekenberg will remain chief auditor.
ITEM 10 - RESOLUTION ON AUTHORIZATION FOR THE BOARD REGARDING NEW ISSUES
The Board proposes that the Annual 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 convertion may not exceed a total of 15 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 Annual General Meeting.
Questions and shareholders’ right to request information
At the Annual 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 circumstances that could affect the assessment of the company’s or a subsidiary’s financial situation and the company’s relationship to other group companies. The request for such information shall be made by e-mail to investor@realfiction.com or by mail to Realfiction Holding AB (publ), c/o Mazars AB, Terminalgatan 1, 252 78 Helsingborg, Sweden no later than 15 June 2020. The information is provided by being made available at the company and the company’s website, no later than 20 June 2020. Furthermore, the information will be sent within the same time period to the shareholders who so request and provide their postal address.
DOCUMENTS AND PROXY FORMS
The Company’s Annual Report for the financial year 2019 and the auditor’s report for the same period are available on the Company’s website (www.realfiction.com) and at the Company’s office, Terminalgatan 1, c/o Mazars AB in Helsingborg. The Board’s proposal in full, the advance voting form 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 AB in Helsingborg no later than 4 June 2020. 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.
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.
PROCESSING OF PERSONAL DATA
Personal data obtained from the share register held by Euroclear Sweden AB, registration and participation at the Annual General Meeting, as well as information regarding deputies, proxies, and advisors will be used for registration, preparation of the voting list for the Annual General Meeting and, where applicable, the minutes of the Annual 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, May 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.
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.
