The shareholders of Strax AB (publ) are hereby summoned to the Extraordinary General Meeting to be held on Friday 28 December 2018 at 3.00 pm (CET) at the offices of Advokatfirman Vinge, Smålandsgatan 20, Stockholm, Sweden.
Right to participate at the Meeting
To be entitled to participate at the Meeting, shareholders must
– be recorded in the register of shareholders maintained by Euroclear Sweden AB on Thursday 20 December 2018, and
– notify the company of their intention to attend the Meeting no later than on Thursday 20 December 2018.
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected on Thursday 20 December 2018. Shareholders are requested to inform their nominees in good time prior to this date.
Notification to attend the Meeting
Notification to attend the Meeting can be made in writing to Strax AB, Mäster Samuelsgatan 10,
SE-111 44, Stockholm, Sweden or by e-mail (ir@strax.com). Shareholders should, when notifying attendance, provide their name, personal identification or corporate registration number, address, telephone number, shareholdings and, where applicable, details of the attendance of any representative(s) and/or assistant(s). In addition, the notification shall, if applicable, be supplemented with complete authorisation documentation such as certificate of incorporation and powers of attorney for representatives.
Proxies, etc.
Shareholders who are represented by a proxy must authorise the proxy by issuing a dated power of attorney. If such authorisation is issued by a legal entity, an attested copy of a certificate of registration or similar must be attached. The power of attorney is valid one year from issuance, or such longer period as specified in the power of attorney, but maximum five years from issuance. The original authorisation and certificate of registration, where applicable, should be sent to Strax AB, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, well in advance of the Meeting. A proxy form is available on the company’s website (www.strax.com).
Number of shares and votes
At the date of this notice there are in aggregate 120,592,332 issued shares and votes in the company. The company holds no own shares as of the date of this notice.
Right to request information
The shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32, of the Swedish Companies Act.
Proposed agenda
- Opening of the meeting
- Election of the chairman of the meeting
- Drawing-up and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Decision on whether the meeting has been duly convened
- Proposal to resolve on redemption of shares
(i) Share split
(ii) Bonus issue
(iii) Reduction of the share capital through mandatory redemption of shares
- Conclusion of the meeting
Proposal to resolve on redemption of shares (item 7)
The Board of Directors proposes that the general meeting resolves on redemption of shares for repayment to the shareholders in accordance with below (the “Redemption Program”). The Redemption Program implies that all outstanding shares shall be split into two shares after which a total of 120,592,332 shares are automatically redeemed at SEK 1.10 per share for repayment to the shareholders. An information brochure describing the Redemption Program will be presented in respect of the board of directors’ proposal. The information brochure will be available before the trading in redemption shares commences at the company’s website, www.strax.com, at the company’s office and will upon request be sent to shareholders who state their postal address.
In light of the above, the Board of Directors proposes that the general meeting passes the following resolutions.
(i) Share split
The Board of Directors proposes that the company’s shares shall be split into two shares, of which one shall be designated redemption share. The Board of Directors is authorised to determine the record date for the share split.
(ii) Bonus issue
The Board of Directors proposes that the share capital shall be increased with EUR 12,624,164.563374 through a bonus issue. The amount with which the share capital shall be increased shall be taken from the non-restricted equity. No new shares shall be issued in connection with the increase in the share capital.
(iii) Reduction of the share capital through mandatory redemption of shares
The Board of Directors proposes a reduction of the share capital with EUR 12,624,164.563374 through mandatory redemption of all 120,592,332 redemption shares, each share with a quota value of approx. EUR 0.104685. The redemption consideration amounts to SEK 1.10 per share. The consideration per share corresponds to the share’s quota value (based on the exchange rate in EUR/SEK as per 5 December 2018). Neither the procced per share (in SEK), nor the redemption amount per share (in EUR), is affected by any currency exchange fluctuations and will thus remain in accordance with above. The purpose of the reduction of the share capital is repayment to the shareholders, and in case the redemption consideration is less than the redemption amount due to the applicable exchange rate (below referred to as “Payment difference”), allocation to unrestricted shareholders’ equity. In such case, the allocation to unrestricted shareholders’ equity will be made with an amount corresponding to the Payment difference. The redemption of redemption shares will occur automatically, shareholders will not need to take any action to get redemption shares redeemed.
Trading in redemption shares on Nasdaq Stockholm is expected during the period 9 – 23 January 2019 and the record day for redemption of the redemption shares shall be 25 January 2019 whereupon distribution of the redemption proceeds is expected to be executed by Euroclear Sweden AB around 30 January 2019.
Further, it is proposed that the Board of Directors is authorised to adjust the period for trading in the redemption shares as well as the record day for redeeming the redemption shares in the event that the Board of Directors finds it necessary.
The resolution of the general meeting regarding items (i)-(iii) above are conditional upon each other and shall be passed as one resolution. The resolution of the general meeting shall be valid where supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.
Miscellaneous
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/privacy-notice-boss.pdf.
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The Board of Directors’ complete proposals as well as any other additional documents pursuant to the Companies Act (Sw. aktiebolagslagen) regarding item 7, will be available not later than 7 December 2018, at the company’s office, Mäster Samuelsgatan 10, SE-111 44, Stockholm, Sweden, and will upon request be sent to shareholders who state their postal address. The material will then also be held available on the company’s website (www.strax.com).
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Stockholm, December 2018
Strax AB (publ)
The Board of Directors
