Notice of Extraordinary General Meeting of Ridercam AB (publ)

Published on 18 Jan 2019


CALL FOR EXTRAORDINARY AGM

Shareholders in

Ridercam AB (publ)

are hereby summoned to the Extraordinary General Meeting on Tuesday, February 5, 2019, at 2 pm,

in the company's premises at Eriksbergsgatan 10 in Stockholm.

Right to attend the General Meeting

Shareholders wishing to attend the Annual General Meeting shall, i) be included in the share register kept by Euroclear Sweden AB no later than Wednesday, January 30, 2019, and ii) no later than Wednesday, January 30, 2019, register for participation at the General Meeting of the Company by mail to Eriksbergsgatan 10 , 114 30 Stockholm or e-mail to anders@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 be entitled to attend the General Meeting, shareholders who have registered their shares through a bank or other nominee must temporarily register their shares in their own name with Euroclear Sweden AB. Shareholders who wish for such re-registration must notify their nominee in good time before Wednesday, January 30, 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 email to anders@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.

Proposed agenda

  1. Opening of the Meeting
  2. Election of Chairman of the Meeting
  3. Establishment and approval of voting list
  4. Approval of Agenda
  5. Choice of one or two protocol adjusters
  6. Trial if the meeting has been duly convened
  7. Determination of the number of Board members
  8. Election of new board member
  9. Decision on the Board's proposal for a new share issue
  10. Decision on the Board's proposal for authorization for the Board
  11. Closing of the Meeting

Förslag

Determination of the number of board members and the election of a new board member, paragraphs 7 and 8

Aktieägare som representerar mer än 50 procent av aktierna i bolaget föreslår att styrelsen för tiden intill slutet av nästa årsstämma ska bestå av fem ordinarie ledamöter utan suppleanter och att Alexander Lindgren utses till ny styrelseledamot. Det noteras att nuvarande styrelseledamöter kvarstår i styrelsen.

Information om föreslagen styrelseledamot finns här

Resolution on the Board's proposal for a new share issue, paragraph 9

The Board of Directors proposes that the Annual General Meeting resolves on a directed share issue of 4,000,000 shares, which means an increase of the Company's share capital by SEK 4,000,000 and on the following terms and conditions:

  1. The right to subscribe for shares must be a pre-identified group of investors. The reason for deviating from the shareholders' preferential right is to take full advantage of the company's expansion opportunities.
  2. Subscription shall be made on a separate subscription list during the period from the date of the issue decision until 5 March 2019.
  3. For each new share, a subscription price of SEK 5.75 per share shall be paid, provided that the total issue proceeds do not exceed EUR 2.5 million. The subscription price is determined based on future cash flow.
  4. Payment for the newly issued shares must be paid in cash at the same time as the subscription takes place or through the settlement of the receivable.
  5. The Board shall have the right to extend the time for subscription and payment.
  6. The new shares shall entail the right to receive a dividend and other value transfer for the first time on the record date for the dividend that occurs almost after the issue has been registered with the Swedish Companies Registration Office and the shares have been included in the share register with Euroclear Sweden AB.
  7. The Board of Directors, the Managing Director or that Board of Directors are authorized to make the minor adjustments in the resolution of the Annual General Meeting that may be required in connection with the registration of the decision with the Swedish Companies Registration Office and Euroclear Sweden AB.

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

För giltigt beslut av bolagsstämman enligt punkt 9 och 10 i dagordningen fordras att beslutet biträds av aktieägare med minst två tredjedelar av såväl de avgivna rösterna som de vid stämman företrädda aktierna.

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.

Processing of personal data

For information on how your personal data is processed, refer to the privacy policy that is available on Euroclear Sweden AB's website. http://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

 

Stockholm in January 2019

The board of Ridercam AB (publ)

 

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