Notice of Extra General Meeting in Flexqube AB (publ)
The shareholders of Flexqube AB (publ), reg. no. 556905-3944, (the "Company"), are hereby convened to the extra general meeting to be held on Monday 20 December 2021.
Information with respect to the coronavirus
The Company is mindful of the health and well-being of its shareholders and employees. It´s important for the Company to take a social responsibility and contribute to reduce the risk of transmission of the coronavirus (Covid-19). Due to the extraordinary situation the extra general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the extra general meeting.
Information on the decisions of the extra general meeting will be published as soon as the outcome of the advance voting is finally compiled on 20 December 2021.
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
- on the record date, which is Friday 10 December 2021, be registered in the share register maintained by Euroclear Sweden AB;
- notify the participation at the general meeting no later than Friday 17 December 2021 by casting its advance vote in accordance with the instructions under the heading "Advance voting" below so that the advance voting form is received by the Company no later than that day.
Nominee registered shares
Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Friday 10 December 2021, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Tuesday 14 December 2021 will be considered in preparations of the share register.
Proxy etc.
Shareholders who are casting advance votes via proxy should submit a power of attorney, dated and signed by the shareholder, together with the advance vote. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. If the shareholder is a legal person, certificate of registration or other documents of authority shall be attached to the form. A form proxy will be available for downloading on the Company´s website www.flexqube.com/.
Advance voting
In view of the recent developments of the spread of Covid-19, the Company has taken certain precautionary measures in relation to the extra general meeting. The shareholders may exercise their voting rights at the general meeting only by voting in advance, so called advance voting (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 www.flexqube.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be at the Company's disposal no later than on Friday 17 December 2021. The completed and signed form shall be sent by regular mail to Flexqube AB (publ), Aminogatan 20, 431 53 Mölndal or by e-mail ir@flexqube.com.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions is included in the form for advance voting
Proposed agenda:
- Opening of the meeting
- Election of the chairman of the general meeting and appointment of keeper of the minutes
- Preparation and approval of voting list
- Election of one person to certify the minutes
- Determination of whether the general meeting has been duly convened
- Approval of the agenda
- Resolution regarding approval of the boards resolution on a share issue
- Closing of the meeting
Proposals for resolutions:
Item 2: Election of the chairman of the general meeting and appointment of keeper of the minutes
The board of directors proposes that Joakim Falkner, is appointed as chairman of the general meeting and keeper of the minutes, or, in his absence, the person appointed by him.
Item 3: Preparation and approval of voting list
The voting list proposed for approval by the general meeting is the voting list established by the Company, based on the extra general meeting share register and incoming postal votes, and as verified by the person elected to certify the minutes.
Item 4: Election of one person to certify the minutes
The board of directors proposes that Carl Bohman, or if he is prevented, the person assigned by the board of directors, to person to verify the minutes of the meeting. The task also includes checking the voting list and that incoming postal votes are correctly reflected in the meeting minutes.
Item 6: Approval of the proposed agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.
Item 7: Resolution regarding approval of the boards resolution on a share issue:
The board of directors proposes that the general meeting approves the boards of directors resolution to issue a maximum of 800,000 shares, without preferential rights for the Company's shareholders as follows:
The total increase of the Company's share capital can amount to a maximum of SEK 80,000.
The subscription price for the new shares shall be SEK 70.00 per share, which is based on the price determined in a book-building procedure carried out by Carnegie Investment Bank AB (publ), in total SEK 56,000,000.00 if all shares are subscribed for. The premium amount shall be contributed to the unrestricted premium reserve.
Right to subscribe for the new shares, without the shareholders' preferential rights, shall belong to Carnegie Investment Bank AB (publ).
Subscription shall be made on a subscription list no later than on 1 December 2021. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 6 December 2021. The board of directors is entitled to extend the last day for payment.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The purpose of the new share issue and the reason for the deviation from the shareholders' preferential rights is to carry out a capital raising in a time- and cost-effective manner and to raise capital on favorable terms for the Company's continued expansion, and to diversify the shareholder base with reputable institutional investors. The subscription price has been determined in an accelerated book-building procedure, and it is the board of directors’ assessment that the subscription price in will be in accordance with market conditions.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Majority requirements
A resolution in accordance with item 7 requires support by shareholders holding not less than two thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 7,433,333 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Copies of complete proposals, proxy forms, forms for advance voting and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Aminogatan 20, 431 53 Mölndal and at the Company's website www.flexqube.com/, at least two (2) weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the general meeting on matters that may affect the assessment of an item on the agenda or the Company's financial information. Such duty to provide information applies also to the Company's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as specified in the foregoing sentence. A request for such information shall be received by the Company in writing no later than ten calendar days prior to the meeting, i.e., 10 December 2021 by post to the Company at Aminogatan 20, 431 53 Mölndal or by e-mail to ir@flexqube.com. The information will be made available at the Company’s website, www.flexqube.com/ and at the head office no later than on 15 December 2021. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its e-mail or postal address.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
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Mölndal in December 2021
Flexqube AB (publ)
The board of directors