CONVENING NOTICE FOR EXTRAORDINARY GENERAL MEETING IN RANPLAN GROUP AB
13 November 16:00 CET
The board of directors of Ranplan Group AB, reg. no. 559152-5315, (the “Company”) publishes convening notice for extraordinary general meeting (‘EGM’) to be held on Friday 8 December 2023, at 3:30 pm, at Ranplan Group’s Office in Stockholm; Riddargatan 18, 1st floor. The board proposes that the EGM resolve on a Set-Off Issue, detailed in a separate press release.
Notice etc.
Shareholders who wish to participate at the general meeting must:
(i) on Thursday 30 November 2023, be registered in the share register kept by Euroclear Sweden AB (“Euroclear”); and
(ii) at the latest on Thursday 30 November 2023, notify the intention to attend the general meeting by e-mail to [email protected].
Such notification shall include the shareholder’s name and should include personal identification number or corporate registration number (or similar), address and daytime telephone number, number of shares, details on advisors (no more than two), if any, and where applicable, details of representatives or proxies.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee before 30 November 2023, when the register entry must have been made.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the company’s website www.ranplanwireless.com/gb/investors/power-attorney/. The original version of the power of attorney shall also be presented at the meeting.
Proposed agenda
- Opening of the general meeting and election of chairman of the EGM
- Preparation and approval of the voting list
- Election of one or several persons to verify the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on Set-Off Issue
- Close of the general meeting
Majority requirements
Resolution under item 6 above requires, for its validity, that nine-tenths (9/10) of the votes cast and the shares represented support the resolution.
Number of shares and votes in the company
The total number of shares in the company at the time of issuance of this notice is 30,438,242. In addition, there are 985 000, 965 000, and 930 000 warrants tied to the programmes ending in December 2023, 2024, and 2025 respectively (all with a strike at SEK 20.60) outstanding. The company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
Processing of personal data
For information on the processing of personal data in connection with the general meeting, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____
Stockholm, November 2023
The board of directors
This information was submitted for publication, through the agency of the contact person set out below, at 16:00 CET on 13 November 2023.
