Notice of Extraordinary General Meeting in Swedish Stirling AB (publ)

The shareholders of Swedish Stirling AB (publ) are hereby invited to attend the Extraordinary General Meeting (“EGM”) to be held at 9.30 a.m. CEST on Friday 20 September 2019 at Mannheimer Swartling Advokatbyrå, Östra Hamngatan 16, Gothenburg. Registration will commence at 9.00 a.m. CEST.

 

  1. RIGHT TO ATTEND THE EXTRAORDINARY GENERAL MEETING

Shareholders who wish to attend the EGM must:

firstly, be registered in the share register maintained by Euroclear Sweden AB as of Saturday 14 September 2019, and

secondly, notify the company of their intention to attend the EGM under the address Swedish Stirling AB, “EGM”, Gruvgatan 35 B, 421 30 Västra Frölunda, Sweden, by calling +46 (0) 31 385 88 30, or by e-mail to registration@swedishstirling.com, no later than Monday 16 September 2019.

In connection with notification, shareholders must state their name, address, telephone number (daytime), personal or corporate identity number and information concerning their shareholding. Shareholders or proxies for shareholders at the EGM may take a maximum of two representatives with them to the EGM. Representatives may accompany to the EGM only if the shareholder gives notice of their attendance in connection with the shareholder’s own notification of participation. For shareholders who will be represented by proxy at the EGM, a signed and dated power of attorney should be enclosed with the notification. A form for the power of attorney is available on the company’s website, www.swedishstirling.com and will be sent by mail on request to shareholders who state their address. For those representing a legal entity, a verified copy of the registration certificate or corresponding document showing the company’s signatories must also be submitted.

In order to be entitled to participate in the EGM, shareholders whose shareholding is registered in the name of a trustee must re-register their shares in their own name at Euroclear Sweden AB. Shareholders who require such re-registration should notify their trustee well in advance of Saturday 14 September 2019, when such re-registration must have been completed.

  1. AGENDA OF THE GENERAL MEETING

Proposal for agenda

    1. Opening of the meeting.
    2. Election of Chairman of the meeting.
    3. Preparation and approval of the list of shareholders entitled to vote at the meeting.
    4. Approval of the agenda.
    5. Election of persons to approve the minutes of the meeting.
    6. Determination of whether the Meeting has been duly convened.
    7. Approval of the resolution by the Board of Directors on an issue of convertible bonds with deviation from the shareholders’ preferential right.
    8. Closing of the meeting.

Approval of the resolution by the Board of Directors on an issue of convertible bonds with deviation from the shareholders’ preferential right (item 7)

The Board of Directors proposes that the general meeting approves the resolution by the Board of Directors on 4 September 2019 that the company shall raise a convertible loan with a maximum nominal value of SEK 53,000,000 through an issue of maximum 53,000,000 convertible bonds with a subscription price of SEK 1.00 per convertible bond. The following terms and conditions shall apply for the subscription of the convertible bonds and the convertible loan:

  1. The company shall issue convertible bonds with a maximum value of SEK 53,000,000. Each convertible bond shall have a denomination of SEK 1.00, which also shall be the subscription price of the convertible bond.
  2. The interest rate of the convertible bonds shall be 9 per cent per annum. The interest shall be payable quarterly in arrears.
  3. The right to subscribe for the convertible bonds shall, with deviation from the shareholders’ preferential right, be granted Rose Capital PTY Limited as Trustee of the Rose Investment Trust, Gradual Solutions Inc Pte Limited and Miura Holding Limited. Oversubscription cannot occur.
  4. Subscription of the convertible bonds shall be made on a separate subscription list no later than 4 September 2019. The Board of Directors is authorized to extend the subscription period.
  5. Subscribed convertible bonds shall be paid in cash no later than 27 September 2019. The Board of Directors is authorized to extend the payment period.
  6. The holders of the convertible bonds may request conversion during the period from and including 1 January 2021 until and including 15 February 2021.
  7. The holders of the convertible bonds may request early conversion within five banking days from an announcement that the company’s shares will be listed on a regulated market or a comparable market outside of the European Economic Area.
  8. The conversion rate shall be SEK 10 per share when the holders of the convertible bonds request conversion. The share capital of the company may increase with maximum SEK 53,000 and the number of shares in the company may increase by maximum 5,300,000 shares.
  9. The company may request conversion during the period from and including 16 February 2021 until and including 19 February 2021.
  10. The conversion rate shall be SEK 2 per share when the company requests conversion. The share capital of the company may in this case increase with a maximum of SEK 265,000 and the number of shares in the company may increase by a maximum of 26,500,000 shares.
  11. Share issued through conversion shall entitle to dividend as from the first record date for dividend to occur after the share was registered in the company’s share register.
  12. The convertible loan is due for payment on the last of February 2021, in so far as conversion has not occurred before.
  13. The full terms and conditions for the convertible loan follows from a separate document, “Villkor för Swedish Stirling AB (publ):s konvertibler 2019/2021:2” (only available in Swedish).

The Board of Directors and the CEO of the company, or the one appointed in its place, shall have the right to make such minor adjustments of the above resolution as may be required in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

The purpose of the issue is to strengthen the company’s balance sheet and to cover expenses related to entering into binding agreements with Glencore Operations South Africa (Pty) Ltd. The reason for the deviation from the shareholders’ preferential right is to raise capital in a time and cost efficient way at attractive terms in order to support a continued expansion and development of the company’s operations. The above terms and conditions for the issue, including the subscription price, have been established after negotiations with the subscribers on the basis of an assessment of the reasonableness of the terms and conditions for the convertible bonds made by a financial advisor.

The approval by the general meeting of the Board of Directors’ resolution is valid only where supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.

Documents pursuant to Chapter 15, Section 8 of the Swedish Companies Act have been prepared.

  1. NUMBER OF SHARES AND VOTES IN THE COMPANY

The total number of shares and voting rights in the company is 79,505,021.

  1. AVAILABLE DOCUMENTATION

The Board of Directors’ resolution under item 7 together with the documents prepared in accordance with Chapter 15, Section 8 of the Swedish Companies Act will at the latest be available for the shareholders at the company’s office in Gothenburg as from Friday 6 September 2019. Copies of the documents will be sent to those shareholders who request to receive such information and who have provided their address. They will also be available on the company’s website www.swedishstirling.com and at the EGM.

  1. INFORMATION AT THE EXTRAORDINARY GENERAL MEETING

At the EGM, the Board of Directors and the Managing Director shall, if requested by a shareholder and the Board of Directors considers that it can be done without material damage to the company, provide information regarding issues that may (i) affect the assessment of an item on the agenda or (ii) concern the company’s relation to another group company.

  1. PROCESSING OF PERSONAL DATA

For information about the processing of your personal data, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Gothenburg in September 2019

Swedish Stirling AB (publ)

The Board of Directors

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