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

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The shareholders of Swedish Stirling AB (publ), Reg. No 556760-6602, are hereby invited to the Extraordinary General Meeting on 28 November 2022.

The Board of Directors has decided that the Extraordinary General Meeting (the “EGM”) is to be held only through 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.

  1. RIGHT TO PARTICIPATE IN THE EGM
     

A person who wishes to attend the EGM by postal voting must:

firstly, be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 18 November 2022; and

secondly, give notice of its participation in the EGM no later than on 25 November 2022, by submitting its postal vote in accordance with the instructions in the section “Postal voting” below, so that the postal 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 giving notice of their participation in the EGM by submitting their postal vote, register their shares in their own name so that the shareholder is listed in the presentation of the share register as of 18 November 2022. Such registration may be temporary (so-called voting rights 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 that have been made no later than 22 November 2022 will be taken into account in the presentation of the share register.

Postal 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 (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for postal voting. The form is available on Swedish Stirling’s website, www.swedishstirling.com. The postal 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 25 November 2022. 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 – postal 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 postal voting.

Proxies

If the shareholder postal votes by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal 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 authorisation document must be attached to the form.

  1. AGENDA OF THE EGM


Proposal for agenda

  1. Election of Chairman of the Meeting.
  2. Election of person to approve the minutes of the Meeting.
  3. Preparation and approval of the list of shareholders entitled to vote at the Meeting.
  4. Approval of the agenda.
  5. Determination of whether the Meeting has been duly convened.
  6. Resolution on authorisation for the Board of Directors to resolve on new issue of ordinary shares with preferential right for the company’s shareholders.
  1. Resolution on amendments of the terms and conditions for convertible bonds 2020/2025 (KV4).

 

Election of Chairman of the Meeting (Item 1)

The Board of Directors proposes that the lawyer Aleksander Ivarsson or, to the extent he is prevented, the person that the Board of Directors appoints instead, shall be elected Chairman of the EGM.

 

Election of person to approve the minutes of the Meeting (Item 2)
The Board of Directors proposes Ulf Gundemark 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 postal votes received are correctly reflected in the minutes of the EGM.

Preparation and approval of the list of shareholders entitled to vote at the Meeting (Item 3)
The voting list proposed to be approved is the voting list prepared by Swedish Stirling AB, based on the shareholders’ register and postal votes received, and verified by the person elected to verify the minutes.

Resolution on authorisation for the Board of Directors to resolve on new issue of ordinary shares with preferential right for the company’s shareholders (Item 6)

The Board of Directors proposes the EGM to authorise the Board to resolve on the issue of new ordinary shares with preferential right for the company’s shareholders during the period up until the Annual General Meeting 2023. The total number of shares that may be issued by virtue of the authorisation shall amount to the number of shares that corresponds to issue proceeds of approximately SEK 200 million, and shall be within the limits of the share capital. Other terms and conditions for the new share issue shall be determined by the Board.

 

The Board of Directors, or a person appointed by the Board of Directors, shall be authorised to make such minor adjustments to the resolution as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.

 

Resolution on amendments of the terms and conditions for convertible bonds 2020/2025 (KV4) (Item 7)

The Board of Directors proposes that the EGM resolves on amendments to the terms and conditions for the company’s convertible bonds 2020/2025 (KV4). In addition to the amendments as set out below, editorial amendments as well as consequential changes to the numbering of the terms and conditions for the convertible bonds are made.

The principal amendments to the terms and conditions entail that:

(i) if conversion has not been requested by the convertible holders prior to the tenth business day before the final maturity date on 30 June 2025, the company shall have the right to postpone the final maturity date to 30 June 2026 and, if conversion has not been requested by the convertible holders prior to the tenth business day before 30 June 2026, the company shall have the right to further postpone the final maturity date to 30 June 2027;

(ii) the annual interest rate that the loan carries is adjusted from fourteen (14) per cent to ten (10) per cent. If the EGM resolves to amend the terms and conditions for the convertible bonds in accordance with the Board of Directors’ proposal, the adjusted interest rate shall be applied retroactively from and including 1 October 2022 and the first interest payment calculated on the basis of the adjusted interest rate falls due on the interest due date on 2 January 2023;

(iii) the conversion period for the convertible bonds shall run from and including 22 December 2022 up to and including the tenth business day prior to the final maturity date of the loan. Due to the revised conversion period, the current section 7 (right to request early conversion in case of a list change or change of control) loses its function and, hence, the Board of Directors’ propose that section 7 is removed in its entirety; and

(iv) the convertible holders shall be entitled to request conversion of up to fifty (50) per cent of the outstanding loan amount during the period 7–21 December 2022. Should the Board of Directors resolve to carry out a new issue of ordinary shares with preferential right for the shareholders, the conversion price during the period as set out above shall correspond to the subscription price in such rights issue.

In accordance with the above, the Board of Directors proposes that the EGM resolves on two new items, 2 (c) and 6 (b), that the current item 2 (c) is amended as regards its content and numbering, that the current item 6 (a) is amended as regards its content and that section 7 is removed for the company’s convertible bonds 2020/2025 (KV4) as set out below:

Current wording

Proposed wording

 

New § 2 (c)
If Conversion has not been requested by the Convertible Holders corresponding to the total outstanding Loan prior to the tenth Business day before the Final Maturity Date, the Company has the right, by way of notice thereof in accordance with section 14 below no later than on the Business day before the Record day for Payment, to resolve to postpone the Final Maturity Date to 30 June 2026. If Conversion has not been requested by the Convertible Holders prior to the tenth Business day before the Final Maturity Date on 30 June 2026, the Company has the right, by way of notice thereof in accordance with section 14 below no later than on the Business day before the Record day for Payment, to resolve to postpone the Final Maturity Date to 30 June 2027.

§ 2 (c)
The Loan carries an annual interest rate of 14 per cent. The Interest rate runs from and including 30 June 2020 up to and including the Final Maturity Date. The Interest shall be calculated on the basis of one year with 360 days, consisting of twelve months with 30 days each and, in the event of an incomplete month, the actual number of days that have passed. Unless such obstacle as follows from item 19(c) is at hand, interest shall be paid quarterly in arrears on each Interest Due Date starting from 30 September 2020. A final interest payment, to the Convertible Holders who have not completed conversion, will be made on the Final Maturity Date of the Loan.

§ 2 (d)
The Loan carries an annual interest rate of 10 per cent. The Interest rate runs from and including 30 June 2020 up to and including the Final Maturity Date. The Interest shall be calculated on the basis of one year with 360 days, consisting of twelve months with 30 days each and, in the event of an incomplete month, the actual number of days that have passed. Unless such obstacle as follows from 18(c) is at hand, interest shall be paid quarterly in arrears on each Interest Due Date starting from 30 September 2020. A final interest payment, to the Convertible Holders who have not completed conversion, will be made on the Final Maturity Date of the Loan.

§ 6 (a)
Convertible Holders shall be entitled to, from and including 2 May 2025 up to and including the tenth Business day before the Final Maturity Date, or from and including and up to and including, respectively, such earlier day as follows from section 9 subsection K, L, M, N or O below, through notice to the Company, request Conversion of their claim to new Shares at a Conversion Price of initially SEK 8. The Conversion Price may be recalculated in accordance with section 9 below.

§ 6 (a)
Convertible Holders shall be entitled to, during the period from and including 22 December 2022 up to and including the tenth Business day before the Final Maturity Date, or from and including and up to and including, respectively, such earlier day as follows from section 8 subsection K, L, M, N or O below, through notice to the Company, request Conversion of their claim to new Shares at a Conversion Price of initially SEK 8. The Conversion Price may be recalculated in accordance with section 8 below.

 

New § 6 (b)
Furthermore, the Convertible Holders shall be entitled, by way of notice to the Company during the period from and including 7 December 2022 up to and including 21 December 2022, to request early Conversion into new Shares, of (i) up to fifty (50) per cent of their claim or, (ii) if Conversion corresponding to fifty (50) per cent of the Loan has not been requested, such larger portion of their claim that fifty (50) per cent of the Loan is Converted, at a Conversion Price of initially SEK 8. The Conversion Price at the request of Conversion during the period as set out above shall, however, if the Company has resolved to carry out a new issue of ordinary shares with preferential right for the shareholders to subscribe for new Shares against payment in cash, correspond to the subscription price in the rights issue, without application of the terms and conditions for recalculation in section 8 below. However, the Conversion Price may never be less than the Share’s quota value or be determined to an amount that would lead to that the number of new Shares as a result of Conversion, taking into account the new issue, would not be within the limits for the number of shares and the share capital in the articles of association.

 

Following the proposed amendments, the terms and conditions for the company´s convertible bonds 2020/2025 (KV4) shall have the wording as set out in “Terms and conditions for Swedish Stirling AB (publ)’s convertibles 2020/2025” (available in Swedish only).

 

The Board of Directors proposes that the CEO shall be authorised to make such minor adjustments to the proposal as may be required in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

 

Registration and execution of the resolution of the general meeting according to this item is conditional upon that all convertible holders have given their consent to the amendments to the terms and conditions.

 

Majority requirements

In order to be valid, the resolution requires approval of at least two thirds of 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 128,419,253.

D. AVAILABLE DOCUMENTATION

The Board of Directors’ complete proposals concerning items 6 and 7, postal voting form and proxy form are available for the shareholders at the company’s office in Gothenburg and on the company’s website www.swedishstirling.com. Copies of the documents will be sent to those shareholders who request to receive such information and who have provided their address. The documents will be presented at the EGM by being available on the company’s website.

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 material damage to the company, provide information regarding issues that may affect the assessment of an item on the agenda, or concern the company’s relation to another group company. 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 18 November 2022, 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 23 November 2022. 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 November 2022

Swedish Stirling AB (publ)

The Board of Directors

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