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Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Finans |
| Industri | Investeringar |
The shareholders of NAXS AB (publ), reg. no. 556712-2972, with its registered office in Stockholm (the "Company" or "NAXS"), are hereby invited to an extraordinary general meeting (the "Meeting") on Monday 8 September 2025 at 11.00 a.m. (CEST) at the offices of KANTER Advokatbyrå, Engelbrektsgatan 3, Stockholm, Sweden. Registration starts at 10.30 a.m. (CEST).
Advance voting (Postal voting)
The Board of Directors has decided, pursuant to the Company's articles of association, that shareholders shall also have the right to exercise their voting rights by advance voting (postal voting). NAXS welcomes all shareholders to exercise their voting rights at the Meeting through advance voting as described below.
PRECONDITIONS FOR PARTICIPATION
Shareholders that wish to participate in the Meeting,
shall be registered in the share register maintained by Euroclear Sweden AB by Friday 29 August 2025;
and shall have notified the Company of their intention to attend the Meeting and of any representative/proxy/advisor who will represent/accompany the shareholder to the Meeting by Tuesday 2 September 2025. Notification shall be sent by mail to NAXS AB (publ), Attn: Gösta Lundgren, Box 5855, SE-102 40 Stockholm, Sweden or by e-mail to gosta.lundgren@naxs.se. Notification shall include the shareholder's name, personal identification number/corporate registration number (or similar), address and daytime telephone number, as well as, if applicable, details of representatives, proxies and advisors.
PROXY
Shareholders represented by proxy must submit a written and dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The power of attorney is valid for a period of one year from its issuance; however, the power of attorney may be valid for up to five years from its issuance if explicitly stated. The power of attorney and certificate of registration should be submitted to the Company by post at the address above in due time prior to the Meeting. A proxy form is available on the Company's website (www.naxs.se) and will be sent to shareholders who request the form. To facilitate registration at the Meeting, it is recommended that the proxy and the certificate of registration or equivalent certificate of authority are sent to the Company as set out above so that it is received no later than Tuesday 2 September 2025.
NOMINEE-REGISTERED SHARES
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee/custodian must, in addition to providing notification of participation, re-register their shares in their own names in the share register maintained by Euroclear Sweden AB so that the shareholder is recorded in the share register relating to the circumstances on Friday 29 August 2025. Such registration may be temporary (so-called voting right registration) and must have been effected at Euroclear Sweden AB no later than on Tuesday 2 September 2025, and the shareholders must therefore advise their nominees well in advance of this date.
ADVANCE VOTING
Shareholders who wish to exercise their voting rights at the Meeting by advance voting shall use a special voting form. The form is available on the Company's website, www.naxs.se. The advance voting form is considered as the notification of participation to the Meeting.
The completed form must be submitted to NAXS no later than on Tuesday 2 September 2025. The completed form shall be sent by mail to NAXS AB (publ), Attn: Gösta Lundgren, Box 5855, SE-102 40 Stockholm, Sweden. A completed form may also be submitted electronically and is to be sent to gosta.lundgren@naxs.se. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
Shareholders who wish to attend the Meeting in person or by proxy must notify the Company in accordance with the instructions under the sections "Preconditions for Participation" and "Proxy" above. This means that the advance voting form is not sufficient for shareholders who wish to participate in the Meeting in person or by proxy.
A proxy form for shareholders who wish to vote in advance by proxy are available at the Company's website, www.naxs.se.
RIGHT TO REQUEST INFORMATION
The shareholders are reminded of their right to, at the Meeting, obtain information from the board and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen). Shareholders who wish to submit questions in advance may do so by sending mail to NAXS AB (publ), Box 5855, SE-102 40 Stockholm, Sweden or by e-mail to info@naxs.se.
NUMBER OF SHARES AND VOTES
As of the date of this notice there are in total 11,077,585 shares and votes in the Company. The Company do not hold any own shares as of the date of this notice.
PROPOSED 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 two persons to verify the minutes together with the chairman of the Meeting
- Determination as to whether the Meeting has been duly convened
- Resolution on amended investment mandate and extra dividend
- Closing of the Meeting
Proposals of the board
Item 2: Election of the chairman of the Meeting
Attorney at law Ebba Olsson Werkell from KANTER Advokatbyrå is proposed to chair the Meeting.
Item 7: Resolution on amended investment mandate and extra dividend
The NAXS share has traded at a persistent discount to net asset value over a long period of time. In addition, the Company has maintained a significant portion of its net asset value in cash in order to capitalize on major market dislocations, but these opportunities have not appeared, and the Company has not fully deployed this cash. The Board has now concluded that shareholders are best served by realizing value through the divestment of portfolio assets, rather than pursuing new capital commitments. Since the Annual General Meeting in April 2025, the Board has received expressions of interest from third parties regarding the potential acquisition of certain of the Company's portfolio assets.
In light of the above, the Board proposes that the Meeting resolves to amend the Company's investment mandate to allow for an orderly liquidation process of its existing portfolio of assets as well as in favor of an extra dividend to the shareholders of SEK 16 per share, with a total of approximately SEK 177.2 million. Wednesday 10 September 2025 is proposed as record day for dividends. If the Meeting resolves in accordance with the proposal, payment through Euroclear Sweden AB is estimated to be made on Monday 15 September 2025.
DOCUMENTATION
Documents according to the Swedish Companies Act will be held available at the Company's office on Nybrogatan 6, Stockholm, Sweden, as well as on the Company's website, www.naxs.se no later than three weeks before the Meeting. Copies of the documents will be sent to the shareholders who so request and who inform the Company of their postal address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_________________________
Stockholm, August 2025
The board of NAXS AB (publ)
Contact information:
Børge Johansen, interim CEO
Phone: +47 414 14 444
The information was submitted for publication, through the agency of the contact person set out above, at 17.00 CET on August 14, 2025.
This press release and further information is available on the Company's website: www.naxs.se
NAXS AB (publ)
Corp. Reg. No. 556712-2972
Nybrogatan 6
114 34 Stockholm, Sweden
Tel: +46 766 40 00 40, E-mail: info@naxs.se
NAXS is listed on NASDAQ Stockholm. NAXS primarily invests in private equity funds with a Nordic focus, but may also make direct investments or co-investments alongside private equity or other alternative assets funds. In addition, NAXS may, to a limited extent, make other types of investments.