Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | Spotlight |
Sektor | Finans |
Industri | Investeringar |
The shareholders of Condo Nordic Holding AB (publ), 559432-1571, (the "Company") are hereby given notice to attend the Extraordinary General Meeting on Thursday, May 22, 2025, at 9:00 a.m. CET. The meeting will be held digitally via Teams.
Notice of Extraordinary General Meeting of Condo Nordic Holding AB (publ)
The shareholders of Condo Nordic Holding AB (publ), 559432-1571, (the "Company") are hereby given notice to attend the Extraordinary General Meeting on Thursday, May 22, 2025, at 9:00 a.m. The meeting will be held digitally via Teams.
Right to participate and registration
For right to participate at the meeting shareholders has to be listed in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances as per the record date on May 14, 2025, and give notice of participation no later than May 16, 2025, by e-mail to ir@condoholding.com. Upon the notification of participation, the shareholder must state name, personal identification number or company registration number, address, telephone number and the number of any assistants (not more than two).
Nominee-registered shares
To be entitled to attend the Extraordinary General Meeting, a shareholder who has allowed nominee registration of their shares must, have the shares registered in their own name so that the shareholder is listed in the share register as of May 14, 2025. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than May 16, 2025. will be taken into account in the presentation of the share register.
Proxy etc.
If the shareholder postal votes by proxy, a power of attorney shall be attached to the form. Power of attorney forms are provided by the Company on request and are also available on the Company's website https://condoholding.com/. The power of attorney is valid for one (1) year from the date of issue or the longer period of validity specified in the power of attorney, albeit a maximum of five (5) years. If the shareholder is a legal entity, a registration certificate or other authorization documentation, not older than one (1) year, which shows an authorized signatory shall be attached to the form.
How participation takes place
Login for the Teams meeting will be sent via email to registered participants no later than the day before the meeting. Attendees should join the meeting 10 minutes before the scheduled start time to ensure that the technology is working. To participate, a computer, tablet or smartphone with an internet connection and a working camera and microphone are required.
Proposed agenda
1. Opening of the meeting and election of the chairman of the general meeting
2. Establishment and approval of the voting list
3. Approval of the agenda
4. Election of two adjusters
5. Determination of whether the general meeting has been duly convened
6. Resolution on issue of shares and warrants (units)
7. Closing of the meeting
Proposed resolutions
Item 6 - Resolution on issue of shares and warrants (units)
The board of directors hereby propose that an extra ordinary meeting resolves on an issue of 1,834,746 units, whereby each unit consists of ten three shares and two warrants series TO 1 ("TO 1") on the following terms and conditions in general:
- The issue comprises a maximum of 5,504,238 shares and a maximum of 3,669,492 warrants TO 1. The subscription price is SEK 1.20 per unit, which corresponds to a price of SEK 0.40 per share. The subscription price corresponds to a discount of 43 percent in relation to the closing price on the Spotlight Stock Market on April 25, 2025 and a discount of 45 percent in relation to the volume-weighted average price during the last 30 trading days on the Spotlight Stock Market.
- Through the issue, the share capital will increase by a maximum of SEK 1,349,077.94 through the issuance of a maximum of 5,504,238 shares. Upon full exercise of all warrants, the share capital will increase by a further maximum of SEK 899,385,30.
- The amount that exceeds the share's quota value shall be transferred to the unrestricted share premium reserve.
- The warrants shall be issued without compensation.
- The right to subscribe for units is granted to members of the Company's board and management, including board members Markku Jussila, Ville Valorinta, Elisa Saarinen and Anton Sikström. The reason for deviating from the shareholders' preferential rights is that the issue enables a quick and cost-effective capital acquisition under current market conditions, and that it gives the Company the opportunity to broaden its ownership base with long-term, strategically valuable investors. The Board of Directors believes that this strengthens the Company's financial position and enables the implementation of planned growth activities without uncertainty about the outcome of a rights issue.
The directed issue thus constitutes an important component of the Company's overall strategy to increase its presence in the Nordic market and establish Condo as a leading player in the segment for corporate-adapted housing solutions.
- Subscription and payment for units shall take place within one week of the issue decision. The board shall have the right to extend the subscription and payment period. Payment can be made in cash or by set-off.
- The new shares give the right to dividends from the first record date for dividends that falls after the shares have been registered with the Swedish Companies Registration Office and Euroclear Sweden AB.
- The TO 1 and the exercise of the option right are subject to the terms and conditions set out in "Terms and conditions for warrants series TO 1 in Condo Nordic Holding AB (publ)". The option terms and conditions include:
(a) that one (1) TO 1 entitles the holder to subscribe for a new share in the company at a price of 70% of the volume-weighted average price during the period 28 October 2025 - 11 November 2025, however, a maximum of SEK 0.75 and a minimum of the quota value. The part of the subscription price that exceeds the quota value of the share shall be transferred to the free share premium fund.
(b) that subscription of shares under the warrants shall take place from 13 November 2025 until and including 27 November 2025.
(c) that the subscription price and the number of shares that each TO 1 entitles to subscribe may be subject to adjustment as set out in section 8 of the option terms;
(d) that the time for exercise of the option right may be brought forward or postponed as set out in section 8 of the option terms; and
(e) that the shares resulting from the exercise of the option right shall entitle the holder to a dividend as set out in section 7 of the option terms.
- The company's CEO shall be authorized to make such minor formal adjustments of the issue resolution as might be necessary in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket) or Euroclear Sweden AB.
Other information and documentation
For a valid decision according to point 6, the decision must be supported by shareholders with at least nine-tenths of both the votes cast and the shares represented at the general meeting.
Shareholders have the right to request that the board of directors and the CEO provide information in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Complete proposals for resolutions will be kept available at the Company's offices no later than two weeks before the meeting. Copies of this notice, as well as any additional documents in accordance with the Swedish Companies Act, will be sent free of charge to the shareholder who requests it and states their e-mail. The documents will also, no later than the date stated above, be available on the Company's website https://condoholding.com/.
Processing of personal information
For information on how the Company processes your personal information, please refer to the privacy policy which is available on Euroclear's website (in Swedish) www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Shares and votes
The Company has 20 407 347 shares and votes.
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Condo Nordic Holding AB (publ)
Board of Directors
This document is a translation of the corresponding Swedish document. In the event of any discrepancies between the text contained in this document and the Swedish document, the latter shall prevail