This is a translation of the Swedish version of the notice. In case of any discrepancies, the Swedish version shall prevail.
Shareholders of ProfilGruppen AB (publ.), corporate identity number 556277-8943, are hereby invited to attend the Extraordinary General Meeting on Wednesday 11 June 2014 at 6.00 p.m at the company’s plant press Max, Hammarvägen 5 in Åseda. The registration opens at 5.30 p.m.
Right to attend and registration
In order to attend the Extraordinary General Meeting and to have voting rights, the shareholder must:
Holders of nominee-registered shares held through a bank or other custodian must request temporary registration under their own names in the share register at Euroclear Sweden AB in order to have the right to attend the Extraordinary General Meeting. This means that the shareholder must notify the nominee in good time before Wednesday 4 June 2014, when (at the latest) such a registration must be completed.
Shareholders may appoint one or more proxies. The shareholder shall in such case issue a written and dated power of attorney for the proxy. The power of attorney is valid maximum one year from issuance, unless a longer validity period has been specifically stipulated, however maximum five years. If the power of attorney is granted by a legal entity, authorisation documents (certificate of registration or corresponding) must be enclosed. The power of attorney and authorization documents (if applicable) should be submitted to the company in good time before the Meeting using the address stated above. A power of attorney form is available on the company's website at www.profilgruppen.se/koncern.
1 Opening of the Meeting
2 Election of a Chairman for the Meeting
3 Preparation and approval of the voting list
4 Approval of the agenda
5 Election of one or two people to verify the minutes
6 Confirmation that the Extraordinary General Meeting has been duly convened
7 Approval of the resolution by the Board of Directors on a rights issue
8 Closing of the Meeting
Proposal for decision
Paragraph 7 – Approval of the resolution by the Board of Directors on a rights issue
The Board of Directors proposes that the Extraordinary General Meeting approves the Board of Directors’ resolution of 19 May 2014 regarding a rights issue on the following terms and conditions.
The Board of Directors, or whomever the Board of Directors may appoint among its members, is authorized to resolve, on 10 June 2014 at the latest, on the maximum amount by which the company’s share capital shall be increased, the maximum number of shares to be issued (and thereby the number of existing shares that shall entitle to subscription of a certain amount of new shares) and the subscription price per each new share. The company’s shareholders shall have preferential rights to subscribe for the new shares in proportion to the shares previously held. The record date for entitlement to participate in the new share issue with preferential rights shall be 17 June 2014.
In the event that not all shares are subscribed for with preferential rights, the Board of Directors shall resolve on the allotment of shares subscribed for without subscription rights up to the maximum amount of the new share issue. In such case, such shares shall be allotted to those who have subscribed for shares by the exercise of subscription rights and notified that they wish to subscribe for additional shares, irrespective of whether they were shareholders on the record date, pro rata in relation to the number of subscription rights each one has exercised for subscription. Any remaining shares shall be allotted those who have provided guarantees for the share issue, pro rata in relation to the provided guarantee undertakings. In so far as allotment in accordance with the above cannot be executed pro rata, allotment shall be made by drawing of lots.
Subscription for shares shall be carried out during the period as from 19 June 2014 up to and including 3 July 2014, or, as for guarantors, up to and including 8 July 2014. The Board of Directors shall be entitled to extend the subscription period. Subscription for shares by exercise of subscription rights shall be made through simultaneous cash payment. Subscription without subscription rights shall be made on separate subscription list and shares allotted on such basis shall be paid in cash at the latest three (3) banking days after a notice of allotment has been sent to the subscriber. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
The Board of Directors, or whomever the Board of Directors may appoint among its members, is authorized to postpone the start of the rights issue with a maximum of three months.
Subscription and guarantee undertakings
The rights issue is fully secured. Ringvägen Venture AB, Barranca Ltd, Lars Johansson, Mats and Kerstin Egeholm, have undertaken to exercise their preferential right in the new share issue, corresponding in total to approximately 51.1 per cent (so-called subscription undertakings). The same shareholders have guaranteed to subscribe for the remaining part of the new share issue (so-called guarantee undertakings). The guarantee commission amounts to 4 per cent of respective guarantors’ maximum guaranteed amount according to the guarantee undertakings.
Information at the Extraordinary General Meeting
The Board of Directors and the CEO shall at the Extraordinary General Meeting, if any shareholder so requests and the Board believes 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.
The number of shares in the company on the day of this notice amounts to 4,932,517, corresponding to 4,932,517 votes.
The Board of Directors’ full resolution with associated documents are held available at the company’s premises, Östra Industriområdet, Åseda, and at the company's website, www.profilgruppen.se/koncern and will be sent to shareholders who request this. Copies will also be available at the Meeting.
Åseda, May 2014
PROFILGRUPPEN AB (publ.)
Board of DirectorsDocuments and links