Notice of Extraordinary General Meeting in Flat Capital AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Finans |
| Industri | Investeringar |
The shareholders of Flat Capital AB (publ), 556941-0110, (the “Company” or “Flat”) are invited to an Extraordinary General Meeting on Friday, April 4, 2025, at 15:00 at the premises of KANTER Advokatbyrå at Engelbrektsgatan 3, 114 32 Stockholm. Registration begins at 14:30.
Right to participate in the meeting and notification
Shareholders who wish to attend the meeting shall:
- be registered in the printout of the share register prepared by Euroclear Sweden AB concerning the circumstances on Thursday March 27, 2025, and
- register and, where applicable, the number of assistants the shareholder wishes to bring, no later than Monday March 31, 2025.
Notification of participation is made by e-mail to bolagsstamma@flatcapital.com or by post to Flat Capital AB, Kungsgatan 30, 15 tr, 111 35 Stockholm. The notification shall state name, personal identification number or organization number, address, telephone number, number of shares and, where applicable, the number of assistants the shareholder wishes to bring (two at most).
If a shareholder is represented by a proxy, a written and dated power of attorney signed by the shareholder must be issued to the proxy. The power of attorney may not be older than one year, unless a longer period is specified in the power of attorney (maximum five years). Proxy forms (in Swedish) are available at the Company and on the Company's website www.flatcapital.com and will be sent by post to shareholders who so request and provide their postal address. If the power of attorney is issued by a legal entity, a registration certificate or equivalent authorization document must be attached. In order to facilitate registration at the meeting, the power of attorney and registration certificate or other authorization documents should be sent to the Company by e-mail or post at the above stated addresses.
Nominee-registered shares
In order to be entitled to participate in the meeting, a shareholder whose shares have been registered in the name of a nominee must, in addition to registering for the meeting, register the shares in his/her own name so that the shareholder will be included in the presentation of the share register on March 27, 2025. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines in such time in advance as the nominee determines. Voting rights registration made by the nominee no later than March 31, 2025, will be taken into account in the preparation of the share register.
Shareholders’ right to receive information
At the meeting, shareholders in the Company have, if the Board considers that it can be done without significant harm to the Company, the right to information in accordance with Chapter 7, Sections 32 and 57 of the Swedish Companies Act (2005:551).
Proposal for the agenda
- Opening of the meeting,
- Election of the chairman of the meeting,
- Preparation and approval of the voting list,
- Approval of the agenda,
- Election of one or two persons to verify the minutes,
- Examination of whether the meeting has been duly convened,
- Resolution on amendment to the articles of association,
- Resolution on authorization for the Board to decide on share issues,
- Closing of the meeting.
Proposals for resolution
The following proposed resolutions follow the numbering as set out in the agenda proposed by the Board.
Paragraph 2 - Election of chairman of the meeting
The Board proposes that attorney-at-law Björn Kristiansson is elected chairman of the meeting.
Paragraph 7 - Resolution on amendment to the articles of association,
The Board proposes that the meeting resolves to amend the limits on the share capital and the number of shares in § 4 and § 5 of the articles of association in accordance with the following.
| Current wording | Proposed wording |
| § 4 Share capital | § 4 Share capital |
| The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000. | The share capital shall be not less than SEK 3,000,000 and not more than SEK 12,000,000. |
| § 5 Number of shares | § 5 Number of shares |
| The number of shares shall be not less than 20,000,000 and not more than 80,000,000. | The number of shares shall be not less than 60,000,000 and not more than 240,000,000. |
Paragraph 8 – Resolution on authorization for the Board to resolve on share issues
The Board proposes that the meeting resolves to authorize the Board to, until the time of the next annual general meeting and on one or more occasions, resolve on new issues of shares, with or without deviation from the shareholders’ preferential rights.
The Board shall have the right to decide that payment shall be made in cash or in kind or subscribed for with a right of set-off. The number of shares that may be issued pursuant to the authorization shall not be limited in any way other than by the limits on the share capital and number of shares laid down in the articles of association in force from time to time.
The purpose of the authorization, and the reason for potential deviation from the shareholders’ preferential right is to enable the Board to act quickly and flexibly on both new investment opportunities as well as add-on investments in Flat’s existing portfolio.
Each member of the Board is authorized to, individually or through the person appointed by any of them, make such minor adjustments to this resolution as may be necessary in connection with the registration thereof.
Majority requirements
The resolutions referred to in items 7 and 8 shall be valid only if supported by shareholders representing at least two thirds of the votes cast and the shares represented at the meeting.
Shares and votes
On the date this notice was issued there are a total of 60,268,142 shares in the Company, of which 4,259,329 are series A shares with ten votes per share and 56,008,813 are series B shares with one vote per share. The total number of votes corresponds to 98,602,103.
Available documents
Documents for the meeting will be available at the Company and on the website www.flatcapital.com no later than three weeks prior to the meeting. Copies of the documents will be sent by post to shareholders who so request and state their postal address.
Processing of personal data
For information on how personal data is processed in connection with the general meeting, please refer to the privacy policy available on Euroclear Sweden AB's website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Disclaimer:
This is a non-official translation of the Swedish original text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Note: Appendices and related documents will be in Swedish only, available on the Company's website, flatcapital.com.
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Stockholm in March 2025
Flat Capital AB (publ)
The Board