Bifogade filer
Notice of extraordinary general meeting of Westpay AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Elektronisk utrustning |
Westpay AB holds an extraordinary general meeting on Wednesday, March 8, 2023, at 10:30, at the company's office at Kanalvägen 12, Upplands Väsby. Registration starts at 10:00.
Requirements for participation
Shareholders wishing to attend the meeting must:
- be recorded as a shareholder in the share register kept by Euroclear Sweden AB as of Tuesday, February 28, 2023,
- notify the company the intention to attend no later than Thursday, March 2, 2023.
Notification of attendance shall be made by e-mail to finance@westpay.se. Upon notification, please state name or company name, personal ID number or organizational number, address and telephone number during the day. For notification of advisors, the notification procedure as above applies.
Nominee registered shares
In order to participate in the general meeting, those whose shares are registered in the name of a nominee must have their shares owner-registered with Euroclear Sweden AB as of Tuesday, February 28, 2023. Re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting right registration that the shareholder has requested and has been issued by the nominee no later than Thursday, March 2, 2023, will be accepted in the preparation of the share register.
Proxies and proxy forms
Anyone who is not personally present at the meeting may exercise their voting rights at the meeting through a written, signed and dated power-of-attorney. A proxy form is available on the company’s website, www.westpay.se. The proxy form can also be obtained from the company at the above address. If a power-of-attorney has been issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity must be attached to the form. The power-of-attorney may not be older than one year unless a longer period of validity is stated in the power-of-attorney, however, no longer than five years. To alleviate entry to the meeting, proxy forms, registration certificates and other authorization documents should be provided to the company well in advance of the meeting.
Proposed agenda
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Resolution on approval of the board of directors’ decision on a directed issue of shares
- Closure of the meeting
Proposed resolution
Resolution on approval of the board of directors’ decision on a directed issue of shares (item 7)
The board of directors proposes that the extraordinary general meeting approve the board of director's resolution from February 16, 2023, regarding a directed issue of shares where the company's share capital is to be increased by a maximum of SEK 1,063,829.60 through a new issue of a maximum of 5,319,148 shares.
The following terms and conditions shall otherwise apply to the resolution:
- The right to subscribe for shares shall be granted, with deviation from the shareholders’ preferential rights, to the holders of Convertible 2021/2023 and Convertible 2022/2024.
- The subscription price shall be SEK 1.41 per share. Payment shall be made by offsetting claims.
- Payment for subscribed shares which exceeds the quota value of the shares shall in its entirety be added to the share premium fund.
- Subscription of shares shall be made on a subscription list not later than February 23, 2023. The board of directors shall have the right to extend the subscription period.
- Payment for new shares shall be made not later than February 23, 2023. The board of directors shall be entitled to prolong the time for payment.
- The new shares entitle to dividend for the first time on the record date for dividends that occurs the closest after the new shares are registered in the share register kept by Euroclear Sweden AB.
- The reasons for the deviation from the shareholders' preferential rights and the basis for the subscription price are as follows. The purpose of the issue is that the board of directors wishes to direct the issue to the holders of Convertible 2021/2023 and Convertible 2022/2024. The subscription price corresponds with a market value for the shares in the company, assessed by the board of directors.
- The board of directors, or any other person appointed by the board of directors, shall have the right to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.
Resolutions in accordance with this item are valid only if supported by shareholders holding at least nine-tenths of both the votes cast and the shares represented at the meeting.
Documents
The complete documents in accordance with the Swedish Companies Act will be available at the company and on the company’s website and will be sent immediately without charge to any shareholders who so request and has states their address. The documents will also be available at the meeting.
Information at the meeting
The shareholders are reminded of their right to request information from the board of directors and the managing director according to the Swedish Companies Act.
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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Upplands Väsby, February 2023
Westpay AB (publ)
The board of directors
Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.