NOTICE OF EXTRAORDINARY GENERAL MEETING OF URB-IT AB (PUBL)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF URB-IT AB (PUBL)
Urb-it AB (publ), reg. no. 556959-9755, (the "Company") holds an extraordinary general meeting on Friday 10 December 2021.
Due to Covid-19, the board of directors has resolved, pursuant to temporary legislation, that the meeting shall be carried out without physical presence by shareholders, proxies or other persons, and that the shareholders shall be able to exercise their voting rights only by way of advance voting (postal voting). Information on the resolutions passed at the meeting will be published on Friday 10 December 2021, as soon as the result of the advance voting has been finally confirmed.
RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY
Shareholders wishing to attend the meeting through advance voting must:
(i) be recorded as a shareholder in the share register kept by Euroclear Sweden AB as of Thursday 2 December 2021,
(ii) notify by casting its advance note in accordance with the instructions under the heading Advance voting so that the advance voting form is received by the Company no later than Thursday 9 December 2021.
In order to participate in the general meeting, those whose shares are registered in the name of a nominee must request their bank or broker to have their shares owner-registered with Euroclear Sweden AB as of Monday 6 December 2021 and the bank or broker should therefore be notified in due time before said date. This registration may be made temporarily. See below for further information on the processing of personal data.
ADVANCE VOTING
The shareholders may only exercise their voting rights at the meeting by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the Company's website, https://www.urb-it.com/about/investors/. The advance voting form is considered as the notification of participation.
The completed voting form must be received by the Company no later than on Thursday 9 December 2021. The form shall in due time be submitted via mail to the Company at Urb-it AB (publ), United Spaces, Torsgatan 26, 113 21 Stockholm or via e-mail to [email protected]. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid.
In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter shall take place if the meeting decides on it or if shareholders of at least one tenth of all shares in the Company request it.
If the shareholder votes in advance by proxy, a signed and dated power of attorney shall be enclosed to the form. Forms of power-of-attorney in Swedish and English are available on the Company's website, https://www.urb-it.com/about/investors/. If the power-of-attorney is issued by a legal entity, a verified copy of the registration certificate or an equivalent authority document for the legal entity must be appended. The power-of-attorney and the registration certificate may not be older than one year. However, a longer period of validity may be specified on the power-of-attorney (although no longer than five years from the date of issue).
Further instructions and conditions are included in the advance voting form.
For questions about the meeting or to have the advance voting form or any power-of-attorney sent by post, please contact the Company on phone number +46 763 10 28 39.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of chair of the meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Examination of whether the meeting has been duly convened
7. Approval of the board of directors' resolution on directed share issue
8. Closure of the meeting
PROPOSALS
Election of Chair of the meeting (item 2)
The board of directors proposes that attorney-at-law Victoria Skoglund, or if she is prevented from attending, the person the board of directors proposes in her place, be elected as the chair of the meeting.
Preparation and approval of voting list (item 3)
The voting list proposed for approval is the voting list that has been established by the Company, based on the share register for the meeting from Euroclear Sweden AB and received advance votes, and controlled and approved by the persons elected to approve the minutes.
Election of one or two persons to approve the minutes (item 5)
Astrid Jonason and Mikael Skaj, or if one or both of them are prevented, the person or persons instead appointed by the board of directors, are proposed to be elected to approve the minutes of the meeting together with the chair. The task of approving the minutes of the meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the meeting.
Approval of the board of directors' resolution on directed share issue (item 7)
On 19 November 2021, the board of directors resolved, subject to approval from a general meeting, on a directed issue of a maximum of 21,590,909 shares, entailing an increase of the share capital by a maximum of SEK 2,647,136.682455. The board of directors proposes that the meeting resolves to approve the resolution by the board of directors. The share issue shall entitle the subscriber to subscribe for shares in accordance with the following terms.
1. The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, vest in Ingka Investments Ventures Europe B.V. Over-subscription shall not be possible.
2. The subscription price is SEK 4.40 per share, which corresponds to a discount of 7.10% compared to the volume-weighted average price for the Company's share on Nasdaq First North Growth Market during the last 10 trading days prior to the board of directors' resolution. The subscription price has been determined based on negotiations with the investor and is deemed to be market-based.
3. The excess amount (share premium) shall be entered under the free share premium reserve.
4. Subscription of shares shall be made on a separate subscription list within one week from the date of the board of directors' issue resolution. The board of directors shall be entitled to extend the subscription period.
5. Payment for the shares subscribed for shall be made in cash within one week from the date of the general meeting's resolution to approve the issue resolution. The board of directors shall be entitled to extend the payment period.
6. The new shares entitle the holder to dividends for the first time on the first record date for dividend that takes place after the new shares have been recorded in the share register kept by Euroclear Sweden AB.
The reason for not applying the shareholders' pre-emption rights is that the Company receives a new large shareholder with capacity to support the Company's continued growth journey, both financially and with its knowledge and experience. In addition, the proceeds from the share issue further strengthen the Company's financial position and give the Company increased flexibility to seize the opportunities for continued growth that the Company has identified to the market.
The board of directors, or a party designated by the board, shall have the right to decide on such minor changes to the resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.
Majority requirement
A resolution in accordance with this item 8 is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
DOCUMENTS
The complete documents in accordance with the Swedish Company's Act (2005:551) will be available at the Company on United Spaces, Torsgatan 26 in Stockholm, and on the Company's website https://www.urb-it.com/about/investors/ as from no later than Friday 19 November 2021, and will be sent immediately without charge to any shareholders who so request and has stated their address. The share register for the meeting will be available at the Company on United Spaces, Torsgatan 26 in Stockholm. All documents, including the share register, will be made available in this way.
INFORMATION AT THE MEETING
Shareholder has the right in accordance with Chapter 7 Sections 32 and 57 of the Swedish Companies Act to request information regarding items on the agenda. Any requests of such information shall be made in writing to the Company at Urb-it AB (publ), United Spaces, Torsgatan 26, 113 21 Stockholm or via e-mail to [email protected] no later than on Tuesday 30 November 2021. The information will be provided by being held available at the Company at United Spaces, Torsgatan 26 in Stockholm and on the Company's website, https://www.urb-it.com/about/investors/ no later than on Sunday 5 December 2021. The information will also be sent within that same time to the shareholders who so requested and has stated their address.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Stockholm in November 2021
Urb-it AB (publ)
The board of directors
Följande dokument kan hämtas från beQuoted
Urb-it-AB-EGM-notice-2021-12-10.pdf
