Notice to attend the extraordinary general meeting in Freemelt Holding AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
The shareholders in Freemelt Holding AB (publ), reg. no. 559105-2922 (the ”Company”), are hereby given notice to attend the extraordinary general meeting at 09:00 CET on Friday 24 January 2025 at Södra Porten Konferens, Flöjelbergsgatan 1 in Mölndal, Sweden.
Notice
Shareholders wishing to participate at the meeting must both be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is 16 January 2025, and give notice of participation and any assistant no later than 20 January 2025. Notification can be made by post to Setterwalls Advokatbyrå AB, Attn: Anna af Petersens, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to anna.afpetersens@setterwalls.se.
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
For information on how your personal data is processed in connection with the meeting, please see the integrity policy on Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to be entitled to participate at the meeting. The shareholder must inform the nominee well in advance of 16 January 2025 at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than 20 January 2025, will be taken into account in the preparation of the share register.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. The power of attorney may not be older than one year unless a longer period of validity is explicitly stated, but no longer than five years. If issued by a legal entity, the power of attorney shall be accompanied by a registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the Company’s website www.freemelt.com. The original version of the power of attorney shall also be presented at the meeting.
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 one or two persons who shall approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Resolution regarding amendment to the articles of association
- Resolution regarding issue authorisation
- Closing of the meeting
Proposed resolutions
Item 1. Election of chairman at the meeting
Carl Palmstierna is proposed as chairman of the meeting.
Item 6. Resolution regarding amendment to the articles of association
Limits on the share capital and number of shares (§§ 4 and 5)
The board of directors proposes an amendment to the articles of association with respect to the limits on the Company’s share capital and number of shares (§§ 4 and 5) in accordance with items 6(a) – 6(d) below.
The board of directors further proposes that the board of directors is authorised to submit for registration with the Swedish Companies Registration Office, the articles of association in accordance with items 6(a) – 6(d) which limits for the minimum and maximum number of shares and share capital in the Company are compatible with the total number of shares and share capital in the Company after the board of directors has resolved on a new issue of shares and warrants with preferential rights for the Company’s shareholders on the basis of item 7 below (including any related issues of shares and warrants with deviation from the shareholders’ preferential rights, which may be carried out in order to fulfill the Company’s commitment to pay guarantee commission in the form of shares and warrants in accordance with the aforementioned rights issue). In the event that the total number of shares and share capital in the Company, after the board of directors has resolved on such issues of shares and warrants, is compatible with the amendments to the articles of association pursuant to several of the items under 6(a) – 6(d) below, the articles of associations that sets out the lowest number of shares and share capital in the Company shall be submitted for registration.
Item 6(a)
§ 4 is proposed to be amended from “The share capital must be a minimum of SEK 1,500,000 and a maximum of SEK 6,000,000” to “The share capital must be a minimum of SEK 6,000,000 and a maximum of SEK 24,000,000”. § 5 is proposed to be amended from “The number of shares shall be a minimum of 30,000,000 and a maximum of 120,000,000. All shares are of the same class” to “The number of shares shall be a minimum of 120,000,000 and a maximum of SEK 480,000,000. All shares are of the same class”.
Item 6(b)
§ 4 is proposed to be amended from “The share capital must be a minimum of SEK 1,500,000 and a maximum of SEK 6,000,000” to “The share capital must be a minimum of SEK 24,000,000 and a maximum of SEK 48,000,000”. § 5 is proposed to be amended from “The number of shares shall be a minimum of 30,000,000 and a maximum of 120,000,000. All shares are of the same class” to “The number of shares shall be a minimum of 480,000,000 and a maximum of SEK 960,000,000. All shares are of the same class”.
Item 6(c)
§ 4 is proposed to be amended from “The share capital must be a minimum of SEK 1,500,000 and a maximum of SEK 6,000,000” to “The share capital must be a minimum of SEK 24,000,000 and a maximum of SEK 96,000,000”. § 5 is proposed to be amended from “The number of shares shall be a minimum of 30,000,000 and a maximum of 120,000,000. All shares are of the same class” to “The number of shares shall be a minimum of 480,000,000 and a maximum of SEK 1,920,000,000. All shares are of the same class”.
Item 6(d)
§ 4 is proposed to be amended from “The share capital must be a minimum of SEK 1,500,000 and a maximum of SEK 6,000,000” to “The share capital must be a minimum of SEK 96,000,000 and a maximum of SEK 384,000,000”. § 5 is proposed to be amended from “The number of shares shall be a minimum of 30,000,000 and a maximum of 120,000,000. All shares are of the same class” to “The number of shares shall be a minimum of 1,920,000,000 and a maximum of SEK 7,680,000,000. All shares are of the same class”.
Amendment to the registered office of the board of directors (§ 2)
The board of directors further proposes an amendment to the articles of association regarding the registered office of the board of directors (§ 2). § 2 is proposed to be amended from “The board shall have its seat in Mölndals kommun” to “The board of directors shall have its seat in the municipality of Gothenburg”.
Majority requirements and other conditions
The CEO of the company shall be authorised to make such minor formal adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office.
A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting. The resolution is subject to and conditional upon the general meeting resolving to approve the resolution on the issue authorisation in accordance with item 7 below.
Item 7. Resolution regarding issue authorisation
The board of directors proposes that the general meeting resolves to authorise the board of directors to, on one or more occasions, during the period until the next annual general meeting, resolve on issues of new shares and/or warrants, with or without preferential rights for the Company’s existing shareholders. The Company’s share capital and number of shares may, by virtue of the authorisation, be increased with an amount and number that falls within the limits of the, at any time registered, or by the general meeting adopted, articles of association.
New issues may be made against cash payment, in kind and/or through set-off, or otherwise be subject to conditions. The board of directors shall otherwise be entitled to determine the terms and conditions for issues under this authorisation and who shall be entitled to subscribe for issued securities.
The CEO of the company shall be authorised to make such minor formal adjustments to the resolution as may be required in connection with registration with the Swedish Companies Registration Office.
A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Number of shares and votes in the Company
The total number of shares and votes in the Company at the time of issuance of this notice is 68,755,555. The Company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the Company, provide information regarding circumstances which may affect the assessment of a matter on the agenda.
Documentation
Documents to be dealt with at the general meeting will be kept available at the Company’s office and will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available on the Company’s website www.freemelt.com. All the above-mentioned documents will also be presented at the meeting.
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Freemelt Holding AB (publ)
Mölndal, December 2024
The board of directors