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NOTICE OF THE EXTRAORDINARY GENERAL MEETING AS THE FIRST CONTROL MEETING IN HOTEL FAST SSE AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Sällanköp |
| Industri | Resor & Fritid |
The shareholders in Hotel Fast SSE AB (publ), corp. reg. no. 556533-0189, (the ”Company”) are hereby notified of the extraordinary general meeting to be held on September 4, 2025, at 15:00 at Advokatfirman Lindahl’s office, Smålandsgatan 16, in Stockholm, Sweden.
NOTIFICATION OF ATTENDANCE
Shareholders who wish to participate in the meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB on August 27, 2025; and
- give notice to the Company of their intention to attend the meeting no later than on August 29, 2025.
Notification of attendance may be sent by post to Advokatfirman Lindahl KB, Att: Jakob Abrahamsson, PO Box 5898, 102 40 Stockholm, Sweden or by e-mail to jakob.abrahamsson@lindahl.se. When giving notice, shareholders should state their name, personal ID or corporate registration number (or equivalent), address, daytime telephone number, the names of any advisers (maximum two) and, when applicable, the name of a proxy or legal representative.
NOMINEE-REGISTERED SHARES
Shareholders who have registered their shares in the name of a nominee must, in addition to the notification, request registration of the shares in their own name in the register maintained by Euroclear Sweden AB. Registration of shareholders should be completed no later than on August 29, 2025. Such registration may be temporary. The shareholder should notify the nominee well in advance of this date.
PROXIES
Shareholders who intend to be represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or its equivalent for the legal entity must also be presented. The period of validity of the power of attorney is permitted to be up to five years from the date of issue. To facilitate entry at the meeting, copies of proxies, registration certificates and other authorisation documents should be enclosed with the notice of participation. The Company provides proxy forms on request and these are also available on the Company website, www.hotelfastab.se.
PROPOSED AGENDA
- Opening of the meeting and election of the chair for the meeting
- Establishment and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Presentation of balance sheet for liquidation purposes and the auditor's statement
- Proposal of the board of directors for a resolution on the approval of the transfer of business
- Proposal of the board of directors as to whether or not the company shall enter into liquidation
- Closing of the meeting
RESOLUTION PROPOSAL
Item 7 – Proposal of the board of directors for a resolution on the approval of the transfer of business
The board of directors proposes that the meeting approve the Transfers described below (see definition below).
Background and reasons
Since January 2025, the Company has not made payments of due interest and instalments to the Company's creditors. In order to enable the Company to fulfill the Company's obligations to the Company's creditors, negotiations are currently being conducted regarding the divestment of the business that operates First Hotel Planetstaden in Lund and the business that owns and manages the group's properties (the "Transfers"). The Transfers would result in the divestment of the main business operations currently conducted in the Company.
If the negotiations on the Transfers are successful and approved by the EGM, the board of directors of the Company intends to consider strategic alternatives that may result in (1) the continuation of the existing business following the acquisition of new assets, (2) the acquisition or incorporation into the Company of a new value-creating business through a so-called reverse takeover, or (3) alternatively, the liquidation of the Company. If the Company is liquidated, it is expected that materially what is stated in the proposal to the meeting in item 8 will apply.
If the Transfers are not completed, the Company is expected to go bankrupt.
The Transfers
As the negotiations regarding the Transfers are still ongoing, it is not possible to provide information on the total consideration the Company will receive if the Transfers are completed. However, after the Company has fulfilled its obligations to existing creditors, it is not expected that any significant value will remain in the group if the Transfers are completed. It is the intention of the board of directors that agreements are reached in relation to the Transfers in the near future, but there can be no assurance that this will occur or that the Transfers will be completed.
The board expects that the Transfers can be completed on market terms.
Proposal
The board of directors proposes that the meeting approve the implementation of the Transfers.
Item 8 – Proposal of the board of directors as to whether or not the company shall enter into liquidation
The board of directors of the Company has on August 18, 2025, prepared, and had the Company’s auditor examine, a balance sheet for liquidation purposes pursuant to Chapter 25, Sections 13 and 14, of the Swedish Companies Act (2005:551). The balance sheet for liquidation purposes shows that the Company’s equity is less than one-half of its registered share capital. As a result thereof, the board of directors is obligated to convene a general meeting (initial meeting for liquidation purposes). If the Company’s equity, by the time of the meeting, does not amount to at least the registered share capital, the meeting shall resolve on whether or not the Company should enter into liquidation. Consequently, the board of directors presents the following proposals.
Primary proposal of the board of directors – continue its operations
The board of directors of the Company has put together an action plan to ensure the restoration of the Company’s equity, which is primarily outlined in the proposal to the shareholders’ meeting under item 7. The plan entails that the Transfers shall be carried out. Thus, the board of directors proposes to the meeting that the Company shall not enter into liquidation and that, instead, the Company shall continue its operations.
A resolution that the Company shall continue its operations means that a new general meeting shall be convened within eight months from the initial meeting for liquidation purposes, to resolve, on the basis of a new balance sheet for liquidation purposes, on whether the Company shall enter into liquidation (second meeting for liquidation purposes). If the Company’s equity, as per the balance sheet for liquidation purposes presented at the second meeting for liquidation purposes, is less than the registered share capital, the Company is obligated to enter into liquidation.
The board of directors’ primary proposal is conditional upon the meeting approving the Transfers.
Secondary proposal of the board of directors – liquidation
Notwithstanding the primary proposal that the Company shall continue its operations, the board of directors is, under the Swedish Companies Act, obligated to prepare and present to the meeting a complete proposal for liquidation. Accordingly, the board of directors proposes, as a secondary proposal, that the meeting resolves that the Company shall enter into liquidation.
The Company’s equity is less than one-half of the registered share capital, as shown by the balance sheet for liquidation purposes prepared by the board of directors as per August 18, 2025.
As a result of the foregoing, the board of directors’ secondary proposal is that the meeting resolve that the Company shall enter into liquidation.
Should the meeting resolve that the Company shall enter into liquidation, such resolution is proposed to become effective as of the date the liquidation is registered by the Swedish Companies Registration Office.
It is estimated that distribution of the Company’s remaining assets shall occur, at the earliest, seven months after the Swedish Companies Registration Office having registered the resolution on liquidation.
The proceeds remaining to be distributed to the shareholders are conservatively estimated to be SEK 0 per share.
Considering the present circumstances, the board of directors deems that it is only possible to make a rough estimate of the date for distribution and the remaining capital to be distributed.
INFORMATION CONCERNING THE MEETING
The board of directors and the managing director shall, upon request by any shareholder and where the board of directors believes that it can be done without significant harm to the Company, provide information concerning circumstances which may affect the assessment of an item on the agenda or the Company’s financial condition.
AVAILABLE DOCUMENTATION
Proxy forms, as well as other documents pursuant to the Swedish Companies Act, will be available at the Company’s office on Dalbyvägen 38, 224 60 Lund, Sweden and on the Company website, www.hotelfastab.se, not later than two weeks before the meeting. The documents will also be sent free of charge to shareholders who have requested this and provided their postal address. The documents will also be available at the meeting.
PROCESSING OF PERSONAL DATA
For information regarding the processing of your personal data in connection with the meeting, please refer to the privacy policy available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in August 2025
Hotel Fast SSE AB (publ)
Board of directors