Notice to Extraordinary General Meeting in Speqta AB (publ)
The shareholders of Speqta AB (publ), reg. no. 556710–8757 (the “Company”), are hereby invited to an extraordinary general meeting on Monday, 26 June 2023 at 10:00, at Advokatfirman Delphi at Mäster Samuelsgatan 17 in Stockholm. Registration for the meeting commence at 09:30.
Notification
Shareholders who wish to attend the meeting shall:
- both be listed as shareholder in the register of shareholders kept by Euroclear Sweden AB (the Swedish Central Securities Depository) concerning the circumstances on Thursday, 15 June 2023, and
- not later than Monday, 19 June 2023 have notified their attendance and any advisor to the Company; either in writing to Speqta AB (publ), Att: Extraordinary General Meeting, c/o No18 Centralplan 15, SE-111 20 Stockholm, Sweden or by email to [email protected].
The notification shall include full name, personal/corporate identity number, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the meeting, through the nominee, register their shares in their own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB by the latest on the record date on Thursday, 15 June 2023. Such registration may be temporary (so-called "voting registration"). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Monday, 19 June 2023 will be considered in the preparation of the share register.
Proxies
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. If a power of attorney is issued by a legal entity, a certificate of registration shall be attached, or if such document does not exist, an equivalent authorisation document. Power of attorney forms for shareholders who wish to participate in the meeting through a proxy are available on the Company’s website www.speqta.com. A copy of the power of attorney and any registration certificate shall, well in advance of the meeting, be sent to: Speqta AB (publ), Att: Extraordinary General Meeting, c/o No18 Centralplan 15, SE-111 20 Stockholm, Sweden or by e-mail to [email protected]. The original version of the power of attorney must also be presented at the meeting.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to check the minutes
- Determination of whether the meeting has been duly convened
- Resolution on approval of the proposed agenda
- Resolution regarding a directed issue of shares (issue in kind)
- Closing of the meeting
RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS
Item 2. Election of chairman of the meeting
The board of directors proposes that lawyer Jenny Lindén from Advokatfirman Delphi is elected as chairman of the meeting.
Item 7. Resolution regarding a directed issue of shares (issue in kind)
Background
On 7 June 2023, the Company entered into an agreement with the shareholders and warrant holders (the “Sellers”) of BrightBid AB, reg. no. 559250-7957 ("BrightBid") whereby the Company shall acquire all shares and outstanding warrants in BrightBid.
The agreed purchase price for the shares in BrightBid shall be paid by the Sellers subscribing for and being allocated 17,621,411 shares in the Company. The agreement is, among other things, conditional upon the general meeting approving the issue in kind in accordance with the board of directors' proposal. Further information and background to the acquisition of BrightBid can be found in the Company's press release on 7 June 2023.
Resolution
In light of the above, the board of directors proposes that the general meeting resolves on a new share issue against payment in kind on the following terms (the "Issue in kind"):
Share capital and shares
The Company's share capital may be increased by a maximum of SEK 88,107,061.683108 through a new issue of a maximum of 17,621,411 shares.
Right to subscribe for shares
The right to subscribe for the new shares shall accrue to the Sellers. The new shares will be allocated to the Sellers in proportion to their pro rata share in BrightBid.
Contribution in kind
Payment for subscribed shares shall be made by contribution in kind consisting of assets in accordance with the board of directors' report on the contribution in kind. Based on the closing price for the Company's share as of 5 June 2023, which amounted to SEK 14.72, the board of directors has calculated the consideration for the contribution in kind to a total of SEK 259,387,169.92. Based on an estimated consideration for the contribution in kind of SEK 259,387,169.92, the subscription price consequently amounts to SEK 14.72. However, the final value at which the contribution in kind will be recognised in the Company's balance sheet will – in accordance with applicable accounting rules – be finally determined based on the share price of the Company's shares at the so-called transaction date and may therefore deviate from the calculated value.
Subscription and payment
Subscription of the newly issued shares shall be made on a separate subscription list no later than 3 July 2023. Payment by contribution in kind for the subscribed shares shall be made, in connection with the allocation of the shares, although no later than 3 July 2023. The premium shall be added to the unrestricted share premium account.
The board of directors is entitled to extend the subscription period and the time for payment.
Dividends
The new shares shall be entitled to dividends for the first time on the record date for dividends that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register of Euroclear Sweden AB.
Miscellaneous
The CEO, or the person appointed by the board of directors, shall be entitled to make such minor adjustments as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Shareholders right to request information
According to Chapter 7, Section 32 of the Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that this can be done without material damage to the Company, provide information on circumstances that may affect the assessment of an item on the agenda.
Other
The board of directors' complete proposals for resolutions and other documents in accordance with the Swedish Companies Act will be available at the Company's office at Centralplan 15 in Stockholm no later than two (2) weeks before the meeting and will be sent free of charge to shareholders who so request and state their postal address. All of the above documents will also be presented at the meeting.
For information on the Company’s processing of personal data, please refer to: https://speqta.com/privacy.
______________________________
Stockholm, June 2023
Speqta AB (publ)
The board of directors
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.