Aino Health AB (publ): invitation to the extraordinary general meeting of Aino Health AB (publ)

   

2018-07-17

Notice of extraordinary general meeting of Aino Health AB (publ)

The shareholders of Aino Health AB (publ), org.no 559063-5073 (the»Company») are hereby invited to the extraordinary general meeting on Tuesday 14 August 2018 there is a 17.00 in the Company’s office at Skeppargatan 8, floor two, Stockholm.

Notification m.m.

Shareholders who wish to participate in the extraordinary general meeting shall be registered in the Euroclear Sweden AB share database on Wednesday 8 August 2018, and are requested to register their participation so that this is the Company no later than on Wednesday 8 August 2018, preferably before 15.00. The notification is made during the address of Aino Health AB (publ) Skeppargatan 8, 114 52 Stockholm, sweden with a reference to «extraordinary general meeting», or by telephone +46 (0)20 482 482, or via e-mail to jochen.saxelin@ainohealth.com.

The notification must state the shareholder’s name, personal identity or corporate registration number (or equivalent), address, telephone number (daytime), registered shareholding, information on any assistants (maximum of two), and, where applicable, information about representatives or agents.

Nominee-registered shares

Shareholders who have nominee registered their shares must, in order to be entitled to participate in the agm, temporarily register the shares in their own name in the Euroclear Sweden AB share database. Such registration must be effected no later than on Wednesday 8 August 2018. This means that the shareholders in good time prior to this date must notify its request to the administrator.

Agents

Shareholders who intend to attend via a proxy shall issue a dated power of attorney for the representative. If the power of attorney issued by a legal person, a certified copy of the certificate of registration or equivalent for the legal entity shall be attached. Fullmakts validity may be indicated to the furthest of five years from the date of issuance. Power of attorney in original and, where applicable, the certificate should, in good time before the meeting be sent to the Company at the address stated above. The company provides proxy forms on request and these are also available on the Company’s website, www.ainohealth.com.

Number of shares and votes

Of the Company existing at the time of the issuance of this notice, a total of 5 422 770 shares. The total number of votes amounts to 5 422 770.

Draft agenda

1. Opening of the meeting and election of chairman at the meeting

2. Preparation and approval of the voting list

3. The choice of one or two persons to verify the minutes

4. Examination of whether the meeting has been duly convened

5. Approval of the agenda

6. Decision on the amendment of the articles of association

7. Decision on the approval of the board of directors ‘ decision on issuance of shares and warrants (units) with preferential rights for existing shareholders

8. Decision on the approval of the bridge loan

9. Decision on the directed issue of shares and warrants (units) to the board of directors and management team

10. The decision to authorise the board of directors to decide on share issues

11. Closure of the meeting

Proposal for a decision

Section 6 — Decision on amendment of the articles of association

To allow for the proposed share issues of the Company and to introduce a requirement of prior notification to the general meeting of shareholders, the board proposes that the agm resolves on the following amendments of the articles of association.

Current wording:

§ 4 the Share capital of the

The share capital shall be a minimum of 8 750 000 and a maximum of 35 000 000.

§ 5 Number of shares

The number of shares shall be not less than 3 500 000 and a maximum of 14 000 000.

§ 8 Notice

Notice of a general meeting shall be issued through announcement in Post — och Inrikes Tidningar and on the company’s website. At the time of notice, information that the notice has been advertised in Dagens Industri. The notice shall forthwith and without cost to the recipient sent by post to those shareholders who so request and state their postal address. If the annual general meeting to be held at another time than that stated in the articles of association, the notice, without cost to the recipient sent by post to each shareholder whose postal address is known to the company.

Notice of annual general meeting and notice of extraordinary general meeting at which the question of amendment of the articles of association will be addressed shall be issued not earlier than six weeks and no later than four weeks prior to the meeting. Notice to attend other extraordinary general meeting shall be issued no earlier than six weeks and no later than three weeks prior to the meeting.

Proposed wording:

§ 4 the Share capital of the

The share capital shall be not less than 13 500 000 and a maximum of 54 000 000.

§ 5 Number of shares

The number of shares shall be not less than 5 400 000, and not more than 21 600 000.

§ 8 Notice

Notice of a general meeting shall be issued through announcement in Post — och Inrikes Tidningar and on the company’s website. At the time of notice, information that the notice has been advertised in Dagens Industri.

Notice of annual general meeting and notice of extraordinary general meeting at which the question of amendment of the articles of association will be addressed shall be issued not earlier than six weeks and no later than four weeks prior to the meeting. Notice to attend other extraordinary general meeting shall be issued no earlier than six weeks and no later than three weeks prior to the meeting.

In order to participate in the general meeting of shareholders, a shareholder must notify the company no later than the date specified in the notice convening the meeting, at which the number of assistants shall be stated. This day may not be Sunday, other general holiday, Saturday, midsummer eve, christmas eve or new year’s eve and not fall earlier than the fifth weekday before the meeting.

Item 7 — Decision on the approval of the board of directors ‘ decision on issuance of shares and warrants (units) with preferential rights for existing shareholders

The board of directors proposes that the extraordinary general meeting, conditional upon that the annual general meeting decides on the amendment of the articles of association according to section 6, approves the board’s decision on the issue of a maximum of 7 230 360 shares and 7 230 360 warrants (units), provided the annual general meeting’s subsequent approval, on the following terms and conditions.

The right to subscribe for the units shall be with pre-emption rights accrue to shareholders, the company during which three (3) existing shares entitle the holder to subscribe for four (4) units, each unit consisting of one (1) share and one (1) warrant. The subscription price is sek 3.40 per unit. The warrants are issued free of charge but can only be taken out in a unit. The record date for the right to receive unit rights shall be on 6 september 2018.

The drawing of units with support of unit rights is made by simultaneous cash payment during the period 10 september — 26 september 2018. Subscription of units without the support of unit rights will take place during the same time on separate subscription list and payment for subscribed and allocated units shall be paid within three business days from the date of issuance of the bill of discharge. The board of directors has the right to extend the subscription period.

Two (2) warrants giving the right to subscribe for one (1) new share in the company at a subscription price of 5,95 per share. Subscription for shares with support of subscription warrants shall be made in accordance with the terms and conditions of the warrants during the period from 1 november 2019 — november 29, 2019.

The proposal means that the company’s share capital can be increased by a maximum of 18 075 900 sek through the issuance of a maximum of 7 230 360 shares. The proposal implies, furthermore, that a maximum of 7 230 360 warrants issued with the right to subscribe for 3 615 180 shares. The company’s share capital may, through the exercise of the warrants may be increased with not more than 9 037 950 sek.

For the case where not all of the new units subscribed for with the support of unit rights, the board shall decide on the allocation of units subscribed for without the support of unit rights, whereby the allocation in the first instance should be made to artists who subscribed to the units with support of unit rights, regardless of whether they were shareholders on the record date, in proportion to the number of units which such persons subscribed in the share issue and, to the extent this is not possible, by drawing of lots. In the other hand, the allocation of units subscribed for without the support of unit rights will be made to other who have applied for subscription without the support of unit rights. If the allotment to these cannot be made fully allotment be made pro rata in proportion to the number of units that each was notified of the subscription and, where this is not possible, by drawing of lots.

The new shares shall carry the right to dividends commencing on the record date which falls immediately after the rights issue has been registered.

The decision will require amendment of the articles of association.

Paragraph 8 — Decision on the approval of the bridge loan

The board of directors proposes that the extraordinary general meeting decides to approve the bridge loan of eur 4 722 345 sek submitted by Jyrki Eklund, Innovisa AB (controlled by Liselotte Hägertz Engstam, chairman of the board), Liselotte Bergmark, Per-Olof Schroeder, Hirvensalmen Satama Koy (controlled by Jochen Saxelin, member of the management board), Peter Seeger, Verwijnen&Verwijnen Oy (controlled by Johannes Verwijnen, member of the management group) and Jukka Raikkonen to the Company. Brygglånen, at an annual interest rate of ten per cent.

The lenders have expressed their intention to subscribe for units in the directed share issue in accordance with paragraph 9.

Point 9 — Decision regarding a directed issue of shares and warrants (units) to the board of directors and management team

The board of directors proposes that the extraordinary general meeting decides on the issue of a maximum of 1 341 794 shares and 1 341 794 warrants (units) on the following terms and conditions.

The right to subscribe for the units shall inure to Jyrki Eklund, Hirvensalmen Satama Koy (controlled by Jochen Saxelin, member of the management team), Johan Strömberg, Jukka Raikkonen, Verwijnen&Verwijnen Oy (controlled by Johannes Verwijnen, member of the management group), Innovisa AB (controlled by Liselotte Hägertz Engstam, chairman of the board), Liselotte Bergmark, Peter Seeger, Per-Olof Schroeder and Markku Pitkänen. A unit consists of one (1) share and one (1) warrant. The subscription price is sek 3.40 per unit, which corresponds to the subscription price in the rights issue the subscription Warrants issued free of charge but can only be taken out in a unit. The subscription of units shall be made during the period 10 september — 26 september 2018. Payment for subscribed and allocated units shall be made at the same time as subscription by set-off. The reason for deviation from shareholders ‘ preferential rights is that the company, through a directed set-off issue, they may convert debt to equity.

Two (2) warrants giving the right to subscribe for one (1) new share in the company at a subscription price of 5,95 per share. Subscription for shares with support of subscription warrants shall be made in accordance with the terms and conditions of the warrants during the period from 1 november 2019 — november 29, 2019.

The proposal means that the company’s share capital can be increased by a maximum of 3 354 485 sek through the issuance of not more than 1 341 794 shares. The proposal implies, furthermore, that not more than 1 341 794 warrants issued with the right to subscribe for 670 897 shares. The company’s share capital may, through the exercise of the warrants would be increased by a maximum of 1 677 242,50 crowns.

The new shares shall carry the right to dividends commencing on the record date which falls immediately after the rights issue has been registered.

Item 10 — the Decision to authorise the board of directors to decide on share issues

The board of directors proposes that the extraordinary general meeting resolves to authorise the board to, during the period until the next agm, on one or several occasions and with or without deviation from shareholders ‘ preferential rights, resolve on issues of shares, warrants and / or convertible instruments within the applicable articles of association. The terms of the issue shall be determined according to the current market conditions. The authorization shall also include the right to decide on the issuance with terms and conditions that payment shall be made in cash, in kind, by set-off or otherwise be conditional.

Majority requirements

Decisions referred to in paragraphs 6 and 10 above requires for its validity the assistance of shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.

Decision referred to in paragraph 9 above, requires for its validity the assistance of shareholders with at least nine tenths of both the votes cast and the shares represented at the meeting.

Information on the meeting

The board of directors and the managing director shall, if any shareholder so requests and the board believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of a matter on the agenda.

The provision of documents

The board’s complete proposal in accordance with paragraphs 6-10 above, and other documents under the Swedish companies act will be held available at the Company’s offices with address Skeppargatan 8, 114 52 Stockholm, sweden no later than two weeks prior to the meeting, i.e. no later than on 31 July 2018. The documents are also sent free of charge to shareholders who so request and who state their postal address. The documents will also be available at the agm.

Stockholm in July 2018

Aino Health AB (publ)

The board of directors

The information is such as Aino Health AB (publ) shall publish in accordance with the EU marknadsmissbruksförordning. This press release was submitted for publication by Jyrki Eklund, managing director and ceo at Aino Health AB, was terminated at between 08: 30 to 17 July 2018.

For more information:

Jyrki Eklund, managing director Aino Health, Telephone: +358 40 042 4221

If Aino Health (publ)

Aino Health is the leading provider of digital solutions and process within the Corporate Health Management. The company’s complete system of platforms and services to reduce sickness absence, reduce related costs and improve business performance through increased productivity and commitment among the organization’s employees then the health, wellbeing and security becomes an integral part of everyday work. Please visit ainohealth.com.

Aino Health AB (publ) is listed on Nasdaq Stockholm First North (Ticker: AINO) with Erik Penser Bank, 08 463 83 00, as Certified Adviser.

kallelse_extra_stämma_2018

This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.

The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Aino Health AB (publ) via Globenewswire

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