Notice of Extraordinary General Meeting in Swedish Stirling AB (publ)
The shareholders of Swedish Stirling AB (publ), Reg. No 556760-6602, are hereby invited to the Extraordinary General Meeting on Tuesday, 22 December 2020.
Information about measures due to the ongoing corona pandemic
In the light of the ongoing corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the Extraordinary General Meeting (the “EGM”) is to be held only through advance voting (postal voting) in accordance with temporary legislation. This means that the EGM will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the EGM in the manner described below.
A. RIGHT TO PARTICIPATE IN THE EGM
Shareholders who wish to attend the EGM by postal voting must:
firstly, be registered as shareholders in the share register kept by Euroclear Sweden AB by Monday, 14 December 2020; and
secondly, announce their intention to attend the EGM no later than Monday, 21 December 2020, by having submitted an advance voting form in accordance with the instructions in the section “Advance voting” below, so that the advance vote is received by Swedish Stirling AB no later than that day. Please note that notification to the EGM can only be made by postal voting.
Nominee-registered shares
In order to be entitled to participate in the EGM, shareholders who have registered their shares in the name of a nominee must, in addition to announcing their intention to participate in the EGM by submitting an advance vote, request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by Monday, 14 December 2020. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in advance as determined by the nominee. Voting right registrations completed no later than the second business day following Monday, 21 December 2020, are considered when preparing the shareholder register.
Advance voting
The shareholders may exercise their voting rights at the EGM 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 form is available on Swedish Stirling’s website, www.swedishstirling.com. The advance voting form is considered as the notification of participation at the EGM.
The completed and signed voting form must be received by Swedish Stirling AB no later than Monday, 21 December 2020. The completed and signed form shall be sent to Swedish Stirling AB (publ), ”EGM”, Gruvgatan 35 B, SE-421 30 Västra Frölunda, Sweden. The completed form may alternatively be submitted by email and is then to be sent to registration@swedishstirling.com (state “Swedish Stirling AB – advance voting” in the subject line).
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
Proxies
If the shareholder votes in advance by proxy, a written and dated power of attorney signed by the shareholder must be attached to the advance voting form. Form of proxy is available on Swedish Stirling’s website, www.swedishstirling.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the form.
B. AGENDA OF THE EGM
Proposal for agenda
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- Election of Chairman of the EGM
- Preparation and approval of the list of shareholders entitled to vote at the EGM
- Approval of the agenda
- Election of persons to approve the minutes of the EGM
- Determination of whether the EGM has been duly convened
- Resolution regarding amendment of the terms and conditions for convertible bonds 2019/2021:2 (KV3)
Proposals for resolution
Item 1
The Board of Directors proposes the attorney Aleksander Ivarsson as Chairman of the EGM or, to the extent he is prevented, the person that the Board of Directors appoints instead.
Item 2
The voting list proposed to be approved is the voting list prepared by Swedish Stirling AB, based on the shareholders’ register and advance votes received, and verified by the person elected to verify the minutes.
Item 4
The Board of Directors proposes Carl Riben or, if he is prevented, the person appointed by the Board of Directors, as the person to verify the minutes. The assignment to verify the minutes also includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the EGM.
Item 6
The Board of Directors proposes, in accordance with the agreement with the holders of convertible bonds 2019/2021:2 (KV3) made public on 1 December 2020, that the EGM resolves to amend the conversion price for convertible bonds 2019/2021:2 (KV3) from SEK 10 per share to SEK 9 per share.
In accordance with the above, the Board of Directors proposes that the EGM resolves to amend item 6 (a) and (c) of the terms and conditions for the company's convertible bonds 2019/2021:2 (KV3) as follows.
| Current wording 6 (a) and (c) | Proposed wording 6 (a) and (c) |
| 6. Conversion(a) Convertible Bond Holders shall be entitled, during the period from and including 1 January 2021 until the tenth Banking Day before the Final Maturity Date, or from and including, and up to and including, such earlier date as follows from condition 10, subsection K, L, M, N or O below, to request Conversion of their claim to new Shares at a Conversion Price of initially SEK 10, by notifying the Company in this regard. The Conversion Price may be recalculated in accordance with condition 10.(c) As a result of Conversion of the Convertible Bonds to new Shares, the share capital may be increased by a maximum of SEK 53,000 and the number of Shares by a maximum of 5,300,000 before any recalculation according to condition 10 below. | 6. Conversion(a) Convertible Bond Holders shall be entitled, during the period from and including 1 January 2021 until the tenth Banking Day before the Final Maturity Date, or from and including, and up to and including, such earlier date as follows from condition 10, subsection K, L, M, N or O below, to request Conversion of their claim to new Shares at a Conversion Price of initially SEK 9, by notifying the Company in this regard. The Conversion Price may be recalculated in accordance with condition 10.(c) As a result of Conversion of the Convertible Bonds to new Shares, the share capital may be increased by a maximum of SEK 58,888.87 and the number of Shares by a maximum of 5,888,887 before any recalculation according to condition 10 below. |
The Board of Directors proposes that the CEO be authorised to make such minor amendments of the proposal as may be required in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
In order to be valid, the resolution requires approval of at least two thirds of both the votes cast and the shares represented at the meeting.
C. NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and voting rights in the company is 97,118,961.
D. AVAILABLE DOCUMENTATION
The proposal regarding item 6 above is available at the company’s office at Gruvgatan 35 B, Västra Frölunda, Sweden and will be sent to shareholders upon request, provided that such shareholder states a postal address. The document will also be available on the company’s website www.swedishstirling.com and will be presented at the EGM.
E. THE SHAREHOLDERS’ RIGHT TO REQUIRE INFORMATION
The Board of Directors and the CEO shall, if requested by a shareholder and the Board of Directors considers that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Swedish Stirling no later than ten days prior to the EGM, i.e. no later than 12 December 2020, to Swedish Stirling AB (publ), “EGM”, Gruvgatan 35 B, SE-421 30 Västra Frölunda, Sweden, or by email to registration@swedishstirling.com. The information is provided by being made available on Swedish Stirling’s website, www.swedishstirling.com, and at Swedish Stirling’s head office, Gruvgatan 35 B, Västra Frölunda, Sweden, no later than five days prior to the EGM, i.e. no later than 17 December 2020. The information is also sent to shareholders who so request and provide its postal address or email.
F. 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 December 2020
Swedish Stirling AB (publ)
The Board of Directors