Notice AGM Ridercam AB

Published on 05 Apr 2019


Notice AGM Ridercam AB

Notice is hereby given that the Annual General Meeting of Ridercam AB (publ) will be held at Eriksbergsgatan 10 in Stockholm on Wednesday May 15th at 14.00.

Right to attend the Annual General Meeting
Shareholders wishing to attend the Annual General Meeting must be entered in the share register kept by Euroclear Sweden AB no later than Thursday 9 May 2019. For practical reasons, shareholders who wish to attend the Annual General Meeting are requested to register for participation at the Annual General Meeting of the company no later than Thursday 9 May 2019, by mail to Eriksbergsgatan 10, 114 30 Stockholm or e-mail to info@18.191.146.113. When registering, the name, personal or corporate identity number, e-mail address or telephone number of daytime, number of shares and, if applicable, number of assistants must be stated.

In order to have the right to attend the Annual General Meeting, shareholders who have registered their shares through a bank or other nominee must register their shares in their own name with Euroclear Sweden AB. Shareholders who want such re-registration must notify their nominee in good time before Thursday 9 May 2019, when such re-registration must be effected.

Proxy form
If shareholders intend to be represented by a proxy, such a shareholder is requested to send a proxy and other authorization documents to the company by mail to Eriksbergsgatan 10, 114 30 Stockholm or e-mail to info@18.191.146.113. Proxy forms are available on the company's website www.ridercamsystems.com and are sent free of charge to the recipient of the shareholders who so request and state their postal address or e-mail address. A proxy in the original shall be included in the meeting.

AGENDA ANNUAL GENERAL MEETING MAY 15 2019

  1. Election of Chairman.
  2. Preparation and approval of voting list.
  3. Election of one or two auditors.
  4. Testing of whether the meeting has been duly convened.
  5. Approval of agenda.
  6. Presentation of the annual report and, when required, the auditor’s report.
  7. Decide on the following.
    a. Determination of the income statement and balance sheet.
    b. Disposal of the company’s profit or loss per the established balance sheet.
    c. Discharge for the board members and the CEO when such occurs.
  8. Determination of fees to the Board and the auditors.
  9. Election of board and auditors.
  10. Decision on the Board's proposal for authorization for the Board
  11. Other matters, to be addressed at the AGM according to the Swedish Companies Act (2005: 551) or the Articles of Association.
  12. Closing of the Meeting

Resolution on the Board’s proposal for authorization, paragraph 10
The Board of Directors proposes that the Annual General Meeting authorizes the Board, within the framework of the Articles of Association, with or without deviation from the shareholders’ preferential right, on one or more occasions during the period up to the next Annual General Meeting, to decide on the issue of shares and / or warrants and / or convertibles. The issues may be made against cash payment, by deduction, by set-off or otherwise combined with conditions referred to in Chapter 2. Section 5 of the Companies Act.

In the event of deviation from the pre-emptive right, the new shares and the convertibles shall be issued at an amount that connects to the share price (or, in the case of convertibles, with the share price as the starting point for a market valuation) at the time of the completion of the issue, with the deduction of any market discount as the Board of Directors deems necessary. The purpose of the authorization is, in the first instance, to give the Board the opportunity to issue shares as payment for company acquisitions, but also to finance, if necessary, the company or spread the shareholding.

Majority Requirements
For a valid decision by the Annual General Meeting according to item 10 of the agenda, it is required that the resolution be assisted by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.

Provision of documents
The Board’s complete proposal as described above will be available at the company’s offices no later than two weeks before the meeting and sent to the shareholders who have notified that they wish to receive such information from the company. All documents will also be available on the company’s website, www.ridercamsystems.com, from the same date.

Information on the number of shares and votes and on holding of own shares
The total number of shares and votes in the company at the time of issue of this notice was 25,549,456. The company does not hold any own shares.

Shareholders' right to request information
The Board of Directors and the CEO, if any shareholder requests it and the Board considers that this can be done without material damage to the company, provide information on circumstances that may affect the assessment of a case on the agenda.

Stockholm | April 2019
The board of Ridercam AB (publ)

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