Notice of extraordinary shareholders meeting in Camanio Care AB
Shareholders in Camanio Care AB (publ), corporate registration number 556761–0307, will hold an extraordinary shareholders meeting on Monday October 14, 2019, at 10.00 a.m. at the company’s offices at address Hästholmsvägen 32, 131 30 Nacka, Sweden.
Registration and right to participation
Shareholders who wish to participate in the shareholders meeting shall
- be registered as a shareholder in the shareholders registry maintained by Euroclear Sweden AB no later than Tuesday October 8, 2019.
- inform the company of their intent to participate in the shareholders meeting no later than Tuesday October 8, 2019 (kl 12.00).
Registration of participation shall be made through e-mail on info@camanio.com When registering, please provide name, personal identity number / corporate registration number, address and phone number.
Shareholders who are unable to personally attend the meeting may exercise their rights at the meeting through a representative who possesses a written, signed and dated power of attorney document. A power of attorney form will be provided to shareholders upon request and will be available on the company’s website www.camanio.com from no later than two weeks prior to the meeting until the day before the meeting. If the power of attorney was issued by a legal person, a copy of the proof of registration or equivalent form of authorization for the legal person must be enclosed. To facilitate entry to the meeting, power of attorney documents, proof of registration and other forms of authorization should be submitted to the company at the aforementioned address by Friday October 11, 2019, at the latest.
To be entitled to participate in the meeting, shareholders whose shares are held by a trustee must, through their trustee, register the shares in their own name in the shareholder register maintained by Euroclear Sweden AB by Tuesday October 8, 2019. This registration can be temporary.
Proposed agenda
- Opening of the meeting.
- Election of Chair and Minute-taker for the meeting.
- Preparation and approval of the list of shareholders entitled to vote.
- Election of at least one officer to verify the minutes.
- Approval of the agenda.
- Determination of whether the meeting has been duly convened.
- Adoption of new articles of association.
- Decision on approval of the sale of the existing business to subsidiary Camanio AB.
- Decision regarding the sale of all shares in the subsidiary Camanio AB to brighter AB (publ).
- Decision on number of board members.
- Election of new board.
- Conclusion of the meeting.
Proposals
Point 7 Adoption of new articles of association.
The board proposes that the shareholders meeting decides to adopt new articles of association, in which the business description, registered office, the minimum and maximum share capital and the number of shares is changed, in accordance with below suggestions for wording. The changes are requisites for the change in business that the board proposes that the meeting decides upon, see points 8-9. The changes are also dependent on the meeting deciding in favor with the board’s suggestions in points 8 – 9.
Current wording:
§ 2 Business
The company shall directly or indirectly, own, administer, develop, manufacture and trade with computer program, IT related products, monitors and know-how regarding internet activity, conduct development, production, trade and offer services with aids for disabled and accordingly compatible business.
Proposed wording:
§ 2 Business
The company objective is to own and administer real estate and personal estate as well as consultation within economy and finance and accordingly compatible business.
Current wording:
§ 3 Registered office of the board
The board shall have its registered office in Eskilstuna municipality, Region of Södermanland. The shareholders meeting shall take place in Nacka or Stockholm.
Proposed wording:
§ 3 Registered office of the board
The board shall have its registered office in the region of Stockholm, Stockholm municipality.
Current wording:
§ 4 Share capital
The share capital of the company shall consist of minimum 4 000 000 SEK and maximum 16 000 000 SEK.
Proposed wording:
§ 4 Share capital
The share capital of the company shall consist of minimum 10 720 000 SEK and maximum 42 880 000 SEK.
Current wording:
§ 5 Number of shares
The number of shares shall be minimum 20 000 000 shares and maximum 80 000 000 shares.
Proposed wording:
§ 5 Number of shares
The number of shares shall be minimum 53 600 000 shares and maximum 214 400 000 shares.
The decision under point 7 is only valid if it is supported by shareholders with minimum two thirds of the specified votes as well as the shares that are represented at the shareholders meeting.
Point 8 Decision on approval of the sale of the existing business to subsidiary Camanio AB.
The board proposes that the shareholders meeting decides to sell the existing business in Camanio Care AB (publ), (“CCAB”) to the subsidiary Camanio AB, org.nr. 559215-8785, (“subsidiary”). The sale shall include the whole business. Employees of CCAB will be offered employment in the subsidiary.
The meetings decision on approval of the sale is dependent on the meeting deciding to change the articles of association, in accordance with point 7.
Point 9 Decision on approval of the sale of all shares in the subsidiary Camanio AB to Brighter AB (publ).
The board suggests that the shareholders meeting approves the sale of all shares in the subsidiary to Brighter AB (publ), 556736-8591, (“Brighter”).
On the 8thSeptember 2019, CCAB signed a letter of intent with Brighter regarding the divestment of all shares in Camanio Care’s subsidiary Camanio AB, given that all Camanio Care’s assets and liabilities are transferred to its subsidiary Camanio AB.
The share purchase agreement is intended to be signed by the two parties before the shareholders meeting. The principal conditions in the share purchase agreement will be made available to the shareholders well in advance to the shareholders meeting.
The sale according to the share purchase agreement is dependent on the approval of the shareholders of CCAB. After a potential transfer of the business to the subsidiary, and the sale of the shares in the subsidiary to Brighter, CCAB intends to change strategy to become a listed investment company.
The purchase price for the divestment is intended to be paid by Brighter through a non cash issue directed to Camanio Care, which will pay for the newly issued shares by transferring all shares in its subsidiary to Brighter. The value of the total number of shares planned to be issued by Brighter in the rights issue will correspond to the value of Camanio Care's subsidiary.
The business model of Brighter is based on a Multi-Sided Market Platform. Through increased accessibility to valid health data, Brighter creates value for stakeholders within the health care sector: patients and relatives, care givers, research, pharmaceutical industry and society. Brighter are certified under ISO 13485. In 2019 the company won Swecare Rising Star Award.
The board motivates the transaction as the transfer of the subsidiary would allow the business to have financially stronger owners in Brighter, and thereby bigger opportunities to develop the services and the business. The transaction would also mean that the owners of CCAB secures certain value.
The shareholders meetings decision on approval of the sale is dependent on the meeting deciding to adopt new articles of association in accordance with point 7, as well as deciding on the sale of the business in accordance with point 8.
Point 10 Decision regarding number of members of the board.
The board suggests that the shareholders meeting decides that the board should consist of 4 members of the board and no board alternates.
Point 11 Election of a new board.
The board currently consists of:
Niclas Lilja
Petra Katarina Kaur Ljungman
Marianne Ramel
Johanna Maria Rastad
The board suggests that the new board consists of the following:
New election of:
Truls Sjöstedt
Erik Domajnko
Re-election of:
Niclas Lilja
Petra Katarina Kaur Ljungman
Shareholders’ right to ask questions
Shareholders are reminded of their right to request information at the meeting from the Board and the CEO pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
Documentation
The complete resolutions, the articles of association with new wording and valuation will be available at the company’s offices and on the company’s website www.camanio.com no later than two weeks before the meeting. A copy of all documentation will immediately and without charge be sent to shareholders who so request and who provide their mailing address.
For more information, please contact:
Catharina Borgenstierna, CEO
Telephone: +46 733-93 00 07
E-mail: catharina.borgenstierna@camanio.com
Niclas Lilja, Chairman of the board
Telephone: +46 73 651 13 63
E-mail: niclas.lilja@camanio.com
About Camanio Care
Camanio Care is a care technology company developing smart solutions for digital home care with the individual in focus. The company offers digital service platforms, products and services, such as Vital Smart Care, ICE, BikeAround, Bestic and Giraff. Through optimizing the mix of physical and digital care, Camanio Care works to support the basic needs of individuals and increasing the freedom, efficiency and quality of care. Camanio Care has its headquarters in Stockholm, the subsidiary Camanio Care Inc. in the U.S., and distributors in Asia, Middle East, Hongkong, Australia and tens of European countries.
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