BOARD SUGGESTIONS (ARTICLE 7-10) FOR EGM

Published on 28 Jan 2019


Ridercam AB EGM

The Board's proposal for resolution at the Extraordinary General Meeting on Tuesday, February 5, 2019 at. 2 pm at Eriksbergsgatan 10, 114 30 Stockholm.

 

AGENDA EXTRA ANNUAL GENERAL MEETING 5 FEBRUARY 2019

  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

 

 

SUGGESTIONS

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

Shareholders representing more than 50 percent of the shares in the company propose that the board for the time until the end of the next AGM should consist of five ordinary members without deputies and that Alexander Lindgren be appointed as a new board member. It is noted that the current Board members remain on the Board. Information on the proposed board member can be found on the company's website www.ridercamsystems.com.

 

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.

 

Stockholm in January 2019

Ridercam AB (publ)

Board of Directors

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