The shareholders in Vertiseit AB (publ), org. no 556753-5272 (”Vertiseit” or the ”Company”), are hereby given notice of the extraordinary general meeting to be held on Wednesday 26 January 2022 at 18:00 at Varbergs Stadshotell, Kungsgatan 24, in Varberg, Sweden.
REGISTRATION AND NOTIFICATION
Shareholders who wish to attend the extraordinary general meeting must be registered in the share register maintained by Euroclear Sweden AB on Tuesday 18 January 2022. The shareholders that intend to participate in the extraordinary general meeting must notify of its attendance or any potential accompanying representatives’ attendance in the extraordinary general meeting to the Company no later than on Thursday 20 January 2022 at 15:00.
The notification of attendance shall be made to the Company by way of one of following alternatives:
- by post to the postal address Vertiseit AB (publ), ”Vertiseit’s extraordinary general meeting”, Kyrkogatan 7, 432 41 Varberg, Sweden;
- via e-mail to bolagsstamma@vertiseit.se;
- by telephone number +46340 – 848 11.
The notification must state the shareholder’s name, personal/corporate identification number, address, telephone number and, if applicable, information about representatives, counsels and assistants.
If applicable, complete authorisation documents, such as registration certificates and powers of attorney for representatives and assistants, should be provided to the Company in good time before the extraordinary general meeting.
To be entitled to participate in the extraordinary general meeting, a shareholder having its shares registered in the name of a nominee must, in addition to give notice of attendance, have its shares registered in its own name so that he or she is registered in the share register kept by Euroclear Sweden AB on Tuesday 18 January 2022. Such registration may be temporary (so called voting registration) and is requested with the nominee in advance and in accordance with the nominee’s routines. Voting registrations requested by a shareholder in such time that the voting registration has been made by the relevant nominee no later than on Thursday 20 January 2022 will be considered in preparations of the share register.
Information on the notification of attendance is available at the Company’s website www.vertiseit.se.
PROPOSED AGENDA
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of voting register
- Approval of agenda
- Election of two persons to verify the minutes of the meeting
- Determination of whether the meeting has been duly convened
- The board of director’s proposal regarding resolution on authorisation for the board of directors to resolve to issue new shares and/or issue convertibles
- Closing of the meeting
PROPOSALS FOR RESOLUTIONS
Item 2 – Election of chairman of the meeting
The nomination committee has proposed that Vilhelm Schottenius is elected chairman of the meeting.
Item 7 – The board of director’s proposal regarding resolution on authorisation for the board of directors to resolve to issue new shares and/or issue convertibles
The board of directors proposes that the general meeting resolves to authorise the board of directors, for the period up to the next annual general meeting, whether on one or several occasions and whether with or without pre-emption rights for the shareholders, to adopt resolutions to issue new shares and/or convertibles. Such new issue resolutions may include provisions of payment in cash and/or payment in kind or by set-off of a claim or that subscription shall be subject to other conditions. The total number of shares and/or convertibles issued in accordance with this authorisation may be equivalent to a maximum of 25 percent of the total number of shares issued in the Company as per the date of this notice.
Issues in accordance with this authorisation shall be made on market terms and conditions. The board of directors shall otherwise have the right to resolve on the terms and conditions regarding issues under this authorisation and what persons shall be entitled to subscribe for the shares and/or convertible. The reason to propose that the board of directors shall be authorised to resolve on an issue with deviation from the shareholders’ pre-emption right and that such new issue resolutions may include provisions of payment in kind or by set-off of a claim is that the Company shall be able to raise funds to the Company and to carry out strategically motivated collaborations or company acquisitions.
In the event of a deviation from the shareholders’ pre-emption rights or payment in kind or by set-off of a claim, the subscription price shall correspond to the market value with, if applicable, an issue discount at market rate.
The board of directors, or any person appointed by the board of directors, is authorised to make any minor amendments that are required in connection with the filing with the Swedish Companies Registration Office.
A resolution in accordance with the proposal of the Board of Directors is valid only if supported by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
NUMBER OF SHARES AND VOTES
As per the date of the notice, the total numbers of shares in the Company is 18,553,539, divided into 2,699,080 A shares and 15,854,459 B shares. Each class A share is entitled to one (1) vote and each class B share is entitled to one-tenth (1/10) vote, which in total corresponds to 4,284,525.9 votes of which 2,699,080 of the votes are represented by class A shares and 1,585,445.9 of the votes are represented by class B shares. The Company does not hold any treasury shares as per the date of the notice.
RIGHT TO REQUEST INFORMATION
The shareholders attending the extraordinary general meeting may request information and ask questions to the Company regarding the items of the extraordinary general meeting in accordance with Chapter 7, section 32 and 57 of the Swedish Companies Act. Shareholders wishing to ask questions in advance of the extraordinary general meeting shall send such questions to the Company on address Vertiseit AB (publ), att: the Board of directors, Kyrkogatan 7, 432 41 Varberg, Sweden or via e-mail info@vertiseit.se.
DOCUMENTS
Complete documents and other documentation required according to the Swedish Companies Act will be available by the latest on 12 January 2022 at the Company’s website www.vertiseit.se, at the Company on the address Kyrkogatan 7, 432 41 Varberg, Sweden, and will be sent to shareholders requesting it and stating their postal address. All documents will also be available at the meeting.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Varberg in January 2022
Vertiseit AB (publ)
The board of directors
