NOTICE of extraordinary general meeting in Sportamore AB (publ)
The shareholders of Sportamore AB (publ), reg. no. 556788-8614 ("Company"), are hereby convened to the extraordinary general meeting on Monday 17 December 2018 at 16.00. The general meeting will be held at the Company's offices at Gustavslundsvägen 151 E in Bromma.
The right to participate at the general meeting etc.
Shareholders who wish to participate at the general meeting shall i) be registered in the share register kept by Euroclear Sweden AB no later than by Tuesday 11 December 2018, as well as ii) notify the Company of their intention to participate at the general meeting no later than by Tuesday 11 December 2018 by e-mail to firstname.lastname@example.org.
To be entitled to participate at the general meeting, shareholders with nominee-registered shares through a bank or other nominee must register their shares in their own name with Euroclear Sweden AB. Shareholders requesting such registration must notify their nominee well before Tuesday 11 December 2018, when such registration shall have been executed.
The notification shall set out name, personal ID number/registration number, number of shares held and, when applicable, number of advisors.
Shareholders who are represented by proxy should submit a power of attorney concurrently with the notice of participation. The power of attorney shall be in writing, dated and signed. The original power of attorney shall be brought to the general meeting. Power of attorney forms are available on the Company's website www.sportamore.se/ir and sent free of charge to those shareholders who so request and state their postal address or e-mail address. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent document which indicates the persons authorised to represent the legal entity.
- Opening of the meeting
- Appointment of the chairman for the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of person to keep the minutes
- Election of person to approve the minutes
- Examination of whether the meeting has been duly convened
- Resolution on a directed issue of warrants intended for incentive program
- Closing of the meeting
Principal proposals for resolutions
Resolution on a directed issue of warrants intended for incentive program (item 8)
The board of directors proposes that the general meeting resolves on a directed issue of warrants in the Company on the following principal terms:
Not more than 300,000 warrants shall be issued to the Company's wholly owned subsidiary for the transfer to the executive management and other current or future key employees in the Company. The number of warrants that each person within the respective category shall have the right to acquire is stated in the board of directors' complete proposal which will be held available in accordance with below. The complete proposal includes framework regarding the allocation of the warrants, such maximum allocation cannot be guaranteed.
The warrants will be acquired against payment of a premium corresponding to the market value at the time of the acquisition. The premium is established by the board of directors in accordance with accepted methods of calculation.
Each warrant entitles to the subscription of one (1) share in the Company at a subscription price corresponding to 120 percent of the volume weighted average price of the Company's share from and including 4 December 2018 up to and including 17 December 2018. Subscription of shares in accordance with the terms and conditions of the warrants may take place from and including 10 January 2022 up to and including 24 January 2022. If all the warrants are exercised this entailing an increase in the Company's share capital of SEK 41,379.326682 divided into 300,000 shares, which correspond to a dilution of approximately 3.10 percent of the shares and votes based on the Company's share capital at the time of issue of notice to the extraordinary general meeting.
Customary terms and conditions for recalculation shall apply on the warrants.
The purpose of the proposal of the directed issue of warrants intended for an incentive program to some of the Company's employees, with deviation from the shareholders’ preferential rights, is to constitute an incentive to keep and recruit competent and committed employees.
A valid resolution by the general meeting regarding item 8 (warrants) requires that shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the general meeting vote in favour of the proposal.
Complete proposals in accordance with above and any other documentation which shall be available in accordance with the Swedish Companies Act will be available at the Company (address as above) and on the Company's webpage, www.sportamore.se/ir, not less than three weeks before the general meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail address.
Details of number of shares, votes and holding of own shares
The total amount of shares and votes in the Company at the time of issue of this notice was 9,392,351 shares. All shares carry equal voting rights. The Company does not hold any own shares.
Shareholders' right to request information
Shareholders are reminded of their right pursuant to chapter 7, section 32 of the Swedish Companies Act to request that the board of directors and managing director provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda. Information must be provided if it can take place without significant harm to the Company.
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Stockholm in November 2018
The board of directors of Sportamore AB (publ)
The information was submitted for publication, through contact person, CEO Johan Ryding, at 9:30 CET on November 15, 2018.
Fore more information, visit www.sportamore.se or contact:
Johan Ryding, CEO
Phone# 0705 56 22 26
Sportamore AB (publ) is the Nordic region's leading and fastest growing technology company that sells sport-related products online. In 2017, the Group had sales of SEK 758 million. In May 2015, Sportamore was listed on NASDAQ Stockholm, and has won prices for the Year's Online Store, E-Commerce of the Year, and won the award as the Customer Service of the Year. In 2017, Sportamore and Sportamore Outlet had over 45 million visitors. Sportamore sells over 20,000 products from around 300 different brands representing more than 30 different sports. Sportamore always has focused on an attractive customer offering through free shipping, free returns, 30-day purchase and price guarantee.
For more information please visit www.sportamore.se