NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING IN ARCTIC BLUE BEVERAGES AB
Prenumeration
Beskrivning
| Land | Finland |
|---|---|
| Lista | First North Stockholm |
| Sektor | Handel & varor |
| Industri | Dagligvaror |
The shareholders of Arctic Blue Beverages AB, reg. no 559361-7078 (the “Company”), are hereby convened to the extraordinary general meeting on 17 February 2025 at 10:00 a.m. CET at Eversheds Sutherland’s premises at Sveavägen 20 in Stockholm, Sweden. Registration starts at 09:45 a.m. CET.
RIGHT TO PARTICIPATE AND REGISTRATION
Shareholders who wish to attend the meeting shall
- be entered in the share register maintained by Euroclear Sweden AB on 7 February 2025, and
- notify the Company of their intention to attend the meeting not later than on 11 February 2025. Notice to attend is to be made by e-mail to petri.hirvonen@arcticbluebeverages.com or by mail to Arctic Blue Beverages AB “EGM 2025”, c/o Eversheds Sutherland Advokatbyrå, Box 14055, SE-104 40 Stockholm, Sweden.
When giving notice of attendance, shareholders shall state name, personal identification number/corporate registration number, address, phone number, number of shares and, where relevant, information on accompanying advisors (not more than two). The notice of attendance shall also include, where relevant, e.g., in respect of legal entities, complete documents of authority such as certificates of registration or similar.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a bank, or another nominee, must temporarily register their shares in their own name in order to be entitled to attend the meeting. The nominee must have completed the registration with Euroclear Sweden AB no later than 11 February 2025 and the nominees should therefore be instructed well in advance thereof.
PROXY
Shareholders represented by proxy must authorize such proxy by issuing a dated power of attorney. The power of attorney may be valid for up to five years if that is specifically set forth therein. If no period of validity is set out, the power of attorney is valid for a maximum of one year. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration, or equivalent, must be enclosed. The power of attorney in original and any certificate of registration should be sent by mail to the Company at the above address well in advance of the meeting. A template proxy form is available on the Company’s website (www.arcticbluebeverages.com) no later than two weeks before the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Appointment of chairperson of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Appointment of one or two persons to verify the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Resolution to approve related party transaction with Grizzly Hill Capital Ab
- Resolution to approve related party transaction with Heino Group Oy
- Closing of the meeting
Item 7 - Resolution to approve related party transaction with Grizzly Hill Capital Ab
The board of directors proposes that the meeting approves the interest rate on the loans that the Company has entered into with Grizzly Hill Capital Ab. As at the date of issue of the notice, the aggregate amount of the loan is EUR 962,038.8 and the maturity date has, in accordance with the published press release, been extended until 31 January 2026 with an annual interest rate of 10 percent. Due to the extension, the cost of the loans will exceed the thresholds set out in Chapter 16a of the Swedish Companies Act, the board of directors hereby submits a proposal for resolution and a report pursuant to Chapter 16a, Section 7 of the Swedish Companies Act.
Given that Grizzly Hill Capital Ab is controlled by the director Gustaf Björnberg and that the total interest on the loans contracted during the period between 2023 and 2024 and up until 20 January 2025 will amount to EUR 172,505.29, the interest is subject to Chapter 16a of the Swedish Companies Act according to the Swedish Securities Council’s statement 2019:25 on companies listed on so-called MTFs, meaning that the interest for the loans is to be assessed as a related party transaction and shall therefore be subject to approval by a general meeting. Gustaf Björnberg has not participated in the handling of the decision. The board of directors also considers the terms of the loan to be on market terms.
For a valid resolution, the proposal must be supported by shareholders representing more than half of the votes cast and represented at the general meeting. However, the shares and votes held by Gustaf Björnberg or a related party to him shall not be taken into account.
Item 8 – Resolution to approve related party transaction with Heino Group Oy
The board of directors proposes that the meeting approves the interest rate on the loans that the Company has entered into with Heino Group Oy. As at the date of issue of the notice, the aggregate amount of the loan is EUR 962,038.8 and the maturity date has, in accordance with the published press release, been extended until 31 January 2026 with an annual interest rate of 10 percent. Due to the extension, the cost of the loans will exceed the thresholds set out in Chapter 16a of the Swedish Companies Act, the board of directors hereby submits a proposal for resolution and a report pursuant to Chapter 16a, Section 7 of the Swedish Companies Act.
Given that Heino Group Oy is controlled by the director Petri Heino and that the total interest on the loans contracted during the period between 2023 and 2024 and up until 20 January 2025 will amount to EUR 168.989,32, the interest is subject to Chapter 16a of the Swedish Companies Act according to the Swedish Securities Council’s statement 2019:25 on companies listed on so-called MTFs, meaning that the interest for the loan is to be assessed as a related party transaction and shall therefore be subject to approval by a general meeting. Petri Heino has not participated in the handling of the decision. The board of directors also considers the terms of the loan to be on market terms.
For a valid resolution, the proposal must be supported by shareholders representing more than half of the votes cast and represented at the general meeting. However, the shares and votes held by Petri Heino or a related party to him shall not be taken into account.
OTHER
Processing of personal data
Personal data obtained from notifications, proxies, and the share register kept by Euroclear will solely be used for the necessary registration and preparation of the voting list for the meeting. For information on the treatment of personal data please see Euroclear’s privacy notice available at https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents and information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the board of directors and the CEO at the meeting regarding circumstances which may affect the assessment of a matter on the agenda. The board of directors and the CEO are obliged to provide such information provided that the board of directors considers that it will not entail any significant harm to the Company. This obligation also applies in relation to group companies, group accounts and such other circumstances mentioned above in respect of group companies.
Proxy form and documents pursuant to the Swedish Companies will be available at the Company’s office and on the Company’s website no later than two weeks before the meeting. Copies of the aforementioned documents will also be sent to the shareholders who have requested it and informed the Company of their mailing address. The documents will also be available at the general meeting.
Number of shares
At date of this notice, the Company’s share capital amounts to SEK 1,257,508.272 represented by 26,198,089 shares. Each share carries one vote.
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Stockholm in January 2025
Arctic Blue Beverages AB
The board of directors