Shareholders of VBG Group AB (publ), Corp. ID No. 556069-0751 (the “Company”) are hereby convened to an Extraordinary General Meeting on Monday, 16 January 2017 at 11:00 a.m., at the company’s offices on Herman Kreftings Gata 4 in Vänersborg, Sweden.
Shareholders who wish to attend the Extraordinary General Meeting must:
- be listed in the share register maintained by Euroclear Sweden AB (“Euroclear”) by 10 January 2017, and
- notify the Company by no later than 4:00 p.m. on 10 January 2017.
Notification may be submitted in writing to VBG Group AB (publ), Box 1216, SE-462 28 Vänersborg, Sweden; by telephone to +46 521 27 77 00; or by e-mail to email@example.com. The notification of attendance must include a name and personal or corporate identity number.
Shareholders who are represented by a proxy should send a power of attorney with the notification of attendance. Anyone representing a legal entity must present a power of attorney, a copy of the registration certificate or equivalent documents showing the person(s) authorised to sign on behalf of the legal entity. If the power of attorney is issued by a legal entity, an attested copy of the registration certificate or equivalent document for the legal entity must be enclosed. The maximum period of validity for the power of attorney is five years after the date of issue.
Shareholders whose shares are registered to a nominee must have the shares temporarily re-registered at Euroclear in their own name in order to qualify for attending the Extraordinary General Meeting. This re-registration, which usually takes a few days, must be completed (registered at Euroclear) by Tuesday, 10 January 2017 and should therefore be requested by the nominee in ample time prior to this date.
Proxy forms are available from the Company’s website, www.vbggroup.com, and can be sent free of charge to shareholders who request them and provide their postal address.
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Motion to approve the Board’s decision on a new share issue with preferential rights for existing shareholders
- Closing of the meeting
The Board of Directors proposes that the General Meeting approve its motion of 23 November 2016 to increase the Company’s share capital through a new issue of Series A and Series B shares with preferential rights for shareholders, with the following terms and conditions:
- The Board, or individual Board member whom the Board appoints, is authorised to, no later than five days prior to the record date, decide on the amount by which to increase the company’s share capital, on the number of Series A and Series B shares that are to be issued, and on the subscription price to be paid for each new Series B share. The subscription price for each new Series A share is to be identical to the subscription price stipulated for a Series B share.
- Those who are registered as shareholders of the company on the record date of the new share issue will be entitled to preferential subscription rights for the new shares. Each holder of Series A and Series B shares shall have a preferential right to subscribe for new shares of the same series in proportion to their existing shareholding (primary preferential right).
- Shares not subscribed for under primary preferential rights shall be offered for subscription to all shareholders (subsidiary preferential right). If it is not possible to issue all the shares subscribed for under subsidiary preferential rights, the shares shall be distributed among those who wish to subscribe in proportion to their previous shareholding or, to the extent that this is not possible, by a drawing of lots. The sale of preferential rights (primary preferential rights) entails the transfer of subsidiary preferential rights to the new holder of preferential rights.
- In the event that not all of the new shares are subscribed for with primary or subsidiary preferential rights, a distribution shall take place to shareholders and other parties who have registered their interest in subscribing for shares without preferential rights and, in the event of oversubscription, distribution shall be in proportion to the subscribed amount, and to the extent that this is not possible, through drawing of lots.
- For shares that are not subscribed for with or without preferential rights in accordance with items 2‑4 above, allocation to the issue underwriter is to take place in proportion to the underwritten amount.
- The record date for determining which shareholders are entitled to preferential subscription rights for new shares shall be Wednesday, 18 January 2017.
- Subscription of new shares supported by primary preferential rights is to be effected through cash payments during the period of 20 January 2017 up to and including 6 February 2017. The Board of Directors reserves the right to extend the subscription period.
- Applications to subscribe for shares with the support of subsidiary preferential rights and without the support of preferential rights are to be submitted during the period stipulated in item 7 above. In such cases, subscriptions shall be implemented through a special subscription list. Payment for shares subscribed for with the support of subsidiary preferential rights and without the support of preferential rights are to be effected in cash no later than three (3) business days after the dispatch of the settlement note providing notification about the share allocation. The Board of Directors reserves the right to extend the subscription period.
- Where relevant, subscriptions by underwriters are to take place through a special subscription list no later than five (5) business days after the period stipulated in item 7 above. Payment for such subscribed and allocated shares is to be effected in cash no later than three (3) business days after the dispatch of the settlement note providing notification about the share allocation. However, the Board of Directors reserves the right to extend the period for such subscriptions and the period for such payments.
- The new shares shall carry the right to dividends, the first of which shall be on the record date for dividends that falls closest to the date after the registration of the new share issue at the Swedish Companies Registration Office and the shares have been registered in the share register maintained by Euroclear Sweden AB.
Exception to mandatory bidding
A number of major shareholders of the Company, including the Company’s largest shareholder, the Herman Krefting Foundation for Allergy and Asthma Research (The “Foundation”), have signed subscription guarantees for the new share issue. The Foundation has thereby undertaken to subscribe for its holdings pro rata, i.e. the primary preferential rights, of all the shares in the new share issue. The Foundation currently holds 408,700 Series A shares and 2,554,521 Series B shares, corresponding to 21.64 per cent of shares and 26.92 per cent of the votes of all the shares of the Company. If the new share issue is not fully subscribed for through subscription rights, the Foundation may, due to the above-mentioned subscription guarantees, increase its share of capital and votes in the Company. The maximum share of capital and votes that the Foundation may hold will be announced when the final terms and conditions for the new share issue have been determined by the Board of Directors. The Foundation has obtained an exception to mandatory bidding from the Swedish Securities Council, in the event that the Foundation’s share of votes in the Company, on account of its pro rata subscription of shares under the new share issue, should exceed 30 per cent of the votes for all shares in the Company – which would otherwise have triggered the mandatory bidding rule in accordance with the law.
Shares and votes
At the time of this notice to convene the General Meeting, the total number of registered shares in the Company was 13,694,000, of which 1,220,000 were Series A shares and 12,474,000 were Series B shares. The Company owns 1,191,976 Series B treasury shares without voting rights. This amounts to a total of 12,502,024 outstanding shares with voting rights, with a total of 23,482,024 votes.
A complete draft resolution in accordance with the above, as well as other documents prepared pursuant to the Swedish Companies Act will be available at the Company’s office on Herman Kreftings gata 4 in Vänersborg, Sweden, and at the Company’s website, www.vbggroup.com no later than 26 December 2016. Copies of the above-mentioned documents will also be sent to shareholders who request them and provide their postal address.
Information about the Extraordinary General Meeting
The Board of Directors and Managing Director shall, if requested by a shareholder and if the Board of Directors deems that it will not cause material damage to the Company, provide information about relationships that may influence the assessment of an item on the agenda.
Vänersborg, Sweden, December 2016
VBG Group AB (publ)
The Board of Directors