Deflamo AB: Notice of extraordinary general meeting (and other kontrollstämma)

Notice of extraordinary general meeting (and other kontrollstämma) in the Deflamo AB (publ)

Deflamo AB (publ) (the»Company») holding the extraordinary general meeting (and other kontrollstämma) on Tuesday 14 August 2018 there is a 14.00 on Christiansen Stenstiernas AB’s office at Grev Turegatan 18 in Stockholm.

 

The right to participate

 

The right to participate in the annual general meeting that:

both are registered as shareholders in the Euroclear Sweden AB share database on Wednesday 8 August 2018;

 

partly to announce its participation at the annual general meeting of the Company no later than Wednesday August 8, 2018 during the address Deflamo AB, «annual general meeting», the Western Quay 8, 374 31 Karlshamn, sweden, by telephone 040-619 95 00 or e-mail to info@deflamo.com.

 

The notification shall be indicated: full name, personal or corporate identity number, address, e-mail address and daytime telephone number.

 

If a shareholder intends to bring one or two assistants to the agm, such participation shall be notified to the Company in accordance with the above. Agents and representatives for legal entities are asked to submit the power of attorney and other authorization documents before the meeting. Proxy forms are available via the Company’s website www.deflamo.com.

 

Shareholders who have their shares nominee-registered must, in order to have the right to participate in the agm, request that the shares be temporarily introduced into the share register kept by Euroclear Sweden AB in their own name. Such registration must be completed no later than Wednesday 8 August 2018. This means that the shareholder in good time prior to this date must inform their desire for voting rights registration, to the trustee.

 

Proposed agenda

  • Opening of the meeting and election of chairman at the meeting
  • Preparation and approval of the voting list
  • Approval of the agenda
  • Election of two persons to verify the minutes
  • The examination of whether the meeting has been properly called
  • Presentation of the trial balance (KBR 2) and the auditor’s opinion on the KBR 2, plus the decision as to whether the Company shall go into liquidation or continue the business
  • Amendment of the articles of association
  • Decision on a directed share issue
  • Decision on number of board members, election of board members and resolution on fees
  • Closure of the meeting
  • Presentation of the trial balance (KBR 2) and the auditor’s opinion on the KBR 2, plus the decision as to whether the Company shall go into liquidation or carry on business (section 6)

    At the annual general meeting also was the first kontrollstämma of the Company on 29 June 2018, it was decided that the Company’s operations would be continued. The company is obliged to, within eight months to hold a second kontrollstämma. At this second kontrollstämma shall re-examined the question whether the Company should continue to operate the business or go into liquidation.

     

    The board of directors ‘ primary proposal — continued operation

    At the annual general meeting of the Company on 29 June 2018, it was decided to (i) change the limits for the share capital in the Company’s articles of association and (ii) reduce the share capital from 11 963 557 sek 2 574 103 dollars for covering losses without cancellation of shares. After registration thereof, the board of directors of the Company to establish a trial balance according to 25 chapter. 14 and 16 §§ the companies act and have them audited by the auditor of the Company. The auditor will then issue an opinion on the kontrollbalansräkningen. According to the board, will kontrollbalansräkningen show that the Company’s equity is completely restored. Thus, the board considers that there is no lack of capital in the Company, and proposes, against this background, in the first instance to the general meeting decides on the continued operation of the Company. Kontrollbalansräkningen and revisorsyttrandet will in accordance with the companies act to be proposed at the extraordinary general meeting.

     

    The board of directors ‘ secondary proposal — liquidation

    The board is, despite the primary proposal to continue the business required to under the companies act, to develop a proposal for a decision on liquidation to be submitted to the meeting. In respect thereof the board of directors proposes, provided that the general meeting decides that the Company shall operate the business in accordance with the above, in the other hand that the annual general meeting decides that the Company should go into liquidation. Should the general meeting decide on liquidation, the proposed decision shall apply from the date when the Swedish companies registration office has registered the decision and the liquidator has been appointed for the Company. The day of the shift of the Company’s remaining assets (if any) is calculated, under the conditions that no unforeseen events occur, that the Company’s assets were realised and that the Company has fulfilled all the obligations, to occur in the second quarter of 2019. Any skifteslikvid is försiktighetsvis not to enjoy. The board of directors has no proposal for liquidator.

     

    Amendment of the articles of association (section 7)

    The board of directors proposes that the annual general meeting for the enabling of the targeted new share issue proposed in item 8 makes the decision on the amended wording of the articles of association with regard to limits for share capital and number of shares, so that the relevant points are given as below.

     

    § 4 the share Capital

    The share capital represents less than 5 000 000 sek and a maximum of 20 000 000 sek.

     

    §5 Shares

    The number of shares shall be not less than 78 000 000 shares, and a maximum of 312 000 000 shares.

     

     

    Decision on a directed share issue (section 8)

    The board of directors proposes that the general meeting resolves on a new issue of shares totaling approximately sek 5 million on the following terms and conditions:

  • The company’s share capital shall be increased by a maximum of 2 574 103 sek through the issuance of a maximum of 39 293 500 shares of series B.
  • The right to subscribe for shares shall, with deviation from the shareholders ‘preferential rights, shall belong to the Peter Gyllenhammar AB the Reason for the deviation from shareholders’ preferential rights is to be able to implement a fund raising at a time — and cost-effective manner and to strengthen the Company’s ägarbas with a strategic investor with long-term ownership interest in the Company.
  • For each underwritten share shall be paid 12,5 penny. The subscription price is based on agreement.
  • Subscription shall be made on subscription list no later than August 17, 2018 with the right for the board to extend the time for the drawing.
  • Payment for subscribed shares shall be paid in cash no later than 22 August 2018 with the right for the board to extend the time for payment.
  • The new shares entitle to dividend the first time on the record day for dividend that falls closest after the new shares have been registered with the Swedish companies registration office and Euroclear Sweden AB
  • The board of directors, or the board of directors appoints is authorised to make the minor adjustments which may prove necessary in connection with registration at the Swedish companies registration office or Euroclear Sweden AB
  • The decision under this paragraph 8 requires the amendment of the articles of association according to paragraph 7, and in addition, the prior registration of the annual general meeting’s decision regarding the amendment of the articles of association and reduction of share capital.

     

    Proposal regarding number of board members, election of board members and chairman of the board and fees (section 9)

    Against the background of the proposal on the private placement referred to in paragraph 8 above and the changes in ownership, the implementation of such a issue could come to mean, will be furnished to the proposals on changes in the composition of the board m.m. according to the proposals that will be presented later. In the event that the Company is notified of the content of these proposals before the time of the agm the proposals will be published by the Company through a press release and held available at the Company and on the Company’s website.

     

    Information on the meeting

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

     

    Other information, majority requirements the m.m.

    Decisions referred to in paragraphs 7 and 8 according to the Swedish companies act proposal is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

     

    Peter Gyllenhammar AB can at the subscription of the shares in the directed share issue a maximum of get a share of the capital of 50,0 %, respectively, of the votes, and 44.8% in the Company. Peter Gyllenhammar AB of the Swedish securities council (statement 2018:26) received exemption from the mandatory bid that would otherwise arise. A condition for the Swedish securities council’s decision to allow Peter Gyllenhammar AB exemption from the budplikten is that the agm’s decision on the issue being supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, with disregard from the shares held by Peter Gyllenhammar AB

     

    Shareholders representing approximately 46 % of the votes and 59 % of the shares have declared themselves positive to vote for the directed share issue.

     

    The provision of documents m.m.

    The complete proposal and other documentation for the decisions in paragraphs 7 and 8, will be available for the shareholders of the Company for at least two weeks prior to the meeting. Copies of the documents sent to the shareholders who so request and state their postal address and will also be available on the Company’s website www.deflamo.com and at the meeting.

     

    Malmö in July 2018

    The board of directors

    Deflamo AB (publ)

    The invitation to the EBS August 14, 2018 in Deflamo

    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: Deflamo AB via Globenewswire

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