Hövding Sweden AB : NOTICE of EXTRAORDINARY general meeting HÖVDING SVERIGE AB (PUBL)

Malmö, 11. 07. 2018

NOTICE OF EXTRAORDINARY GENERAL MEETING HÖVDING SVERIGE AB (PUBL)

 

The shareholders in Hövding Sverige AB (publ) are hereby summoned to the extra general meeting on Thursday 9 August 2018 at 13.00 in the company’s premises at Bergsgatan 33 in Malmö, sweden. Registration can take place from there at 12.30.

 

The right to participation

Shareholders who wish to participate in the extraordinary general meeting shall both be registered in the Euroclear Sweden AB («Euroclear») of their intention to attend by Friday 3 August 2018, both notified their intention to participate no later than Friday 3 August 2018. Shareholders who have their shares in custody with the bank’s trust department, brokerage firm or other nominee, must, in order to participate in the extraordinary general meeting, temporarily register the shares in their own name. Such registration must be effected at Euroclear no later than Thursday 2 August 2018. The shareholder must, therefore, in good time prior to this date to contact his manager and request that the shares be re-registered.

 

Notification

The notification of participation to the meeting can be done in the following way:

  • via e-mail to: ir@hovding.com

  • by telephone: 040 — 23 68 68

  • by mail to: Hövding Sverige AB, Bergsgatan 33, 214 22 Malmö, sweden

 

The notification should include the shareholder’s name, personal or corporate identity number, address, telephone number, number of shares held and any attending advisors or representatives.

 

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 entity, an attested copy of the certificate of registration or equivalent for the legal entity shall be attached the power of attorney. Copy of power of attorney and any registration certificate should be in good time before the annual general meeting be sent to the company at the above stated address. Power of attorney in original to be taken to the annual general meeting. A proxy form is available on the company’s website www.hovding.se alternatively, sent free of charge to shareholders who request it (see contact information above) and provides its address alternative e-mail address.

 

Draft agenda

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

2) Preparation and approval of the voting list.

3) Selection of one or more persons to count.

4) Determination of whether the agm has been duly convened.

5) Approval of the agenda.

6) Presentation of documents in accordance with chapter 13 section 6 of the Swedish companies act.

7) the Decision of the board of directors ‘ proposal for the amendment of the articles of association.

8) the Decision of the board of directors ‘ proposal for a rights issue.

9) Closing of the meeting.

 

Proposal for a decision

Section 7 — Decision of the board of directors ‘ proposal for the amendment of the articles of association

In order to enable the rights issue pursuant to paragraph 8, the board of directors proposes that the annual general meeting decides on the amendment of the articles of association in accordance with the following.

 

 

For valid decision on the amendment of the articles of association required that it has the support of shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.

 

Paragraph 8 — Decision of board of directors ‘ proposal for a rights issue

The board of directors proposes that the egm resolves a rights issue of not more than 7 427 035 shares, resulting in an increase of the share capital by a maximum of 7 427 035 sek. Of the decision shall, in general, the following conditions apply:

 

  • The right to subscribe for the new shares shall with preferential rights apply to the shareholders in proportion to the number of shares previously held, whereby shareholders have the right to two (2) existing shares subscribe for one (1) new share. Even those who are not shareholders are entitled to subscribe for in the rights issue. For the subscribed shares shall distribution be made according to the following:

  • in the first instance to those who had subscribed for shares with support of subscription rights, irrespective of whether they were shareholders on the record date, and, at the level of oversubscription, in proportion to the number of warrants exercised and, to the extent that this is not possible, by drawing of lots;

  • in the other hand to those who have subscribed for shares without support of subscription rights and not covered by (a) above, irrespective of whether they were shareholders on the record date, in proportion to the number of shares subscribed in this category and, where this is not possible, by drawing of lots; and

  • in the third hand to those who provided underwriting guarantee in respect of the subscription and payment of shares that are not assigned to other artists, pro rata in proportion to the guaranteed amount.

  • For each underwritten share shall be paid ten (10) dollars.

  • The record date, d.v.p. the date on which shareholders must be registered in the share register in order to have preferential rights in the rights issue, the August 16, 2018.

  • The subscription of the new shares shall take place from 17 August 2018 and 31 August 2018.

  • Payment for shares shall be made no later than september 12, 2018.

  • The board of directors has the right to extend the subscription period for the payment.

  • The new shares carry the right to dividends for the first time on the record day for dividend that falls closest after the new shares have been registered.

  • The board of directors or the board of directors appoints is authorised to make the minor adjustments required for its registration at the companies registration office.

  • The decision will require amendment of the articles of association.

     

    Other

    The board’s complete decision, along with the other documents under the Swedish companies act will be available at the company as from Thursday 26 July 2018. The documents will be made available on the company’s website www.hovding.se and will also be presented on the

    the annual general meeting. Copies of the documents will be sent without charge to shareholders who so request of the company (see contact details above) and state their postal address or alternatively e-mail address.

     

    At the publication of this notice, the total number of shares in the company to 14 854 070 shares, equivalent to 14 854 070 votes.

     

    The shareholders are reminded of their right to request information pursuant to chapter 7 section 32 the Swedish companies act.

     

    Västra Hamnen Corporate Finance AB is Certified adviser for Hövding Sverige AB (publ).

     

    * * * * *

    Malmö, 11 July 2018

    The board of directors in Hövding Sverige AB (publ)

     

    For more information:

    Fredrik Carling, executive director, Hövding Sverige AB (publ)

    telephone: 040 — 23 68 68 e-mail: Fredrik.Carling@hovding.com

    HOVDING SVERIGE AB (publ) — Notice of extraordinary general meeting

    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: Hövding Sverige AB via Globenewswire

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