Notice to Extraordinary General Meeting in Swedish Stirling AB (publ)
The shareholders of Swedish Stirling AB (publ) (the “Company”), Reg. No 556760-6602, are hereby invited to the Extraordinary General Meeting on Monday 20 March 2023, at 09:00 at Wistrand Advokatbyrå, Regeringsgatan 65 in Stockholm, Sweden.
- RIGHT TO PARTICIPATE IN THE SHAREHOLDERS MEETING
Shareholders who wishes to attend the Meeting must
- firstly, be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances on 10 March 2023,
- secondly, give notice of its participation in the Meeting no later than on 14 March 2023 to Swedish Stirling AB (publ), ”EGM”, Gruvgatan 35 B, SE-421 30 Västra Frölunda, Sweden, or by e-mail to [email protected] (state ”Notice to EGM” in the subject line).
Nominee-registered shares
Shareholders who have registered their shares in the name of a nominee must, in addition to giving notice of their participation in the Meeting, register their shares in their own name so that the shareholder is listed in the presentation of the share register as of 10 March 2023. Such registration may be temporary (so called voting rights registration) and is requested with the nominee in accordance with the nominee’s procedures and in advance as determined by the nominee. Voting rights registrations that have been made no later than 14 March 2023 will be taken into account in the presentation of the share register.
Proxies
If the shareholders will be represented by proxy at the Meeting, a signed and dated power of attorney shall be sent to Swedish Stirling AB (publ), ”EGM”, Gruvgatan 35 B, SE-421 30 Västra Frölunda, Sweden. A form of proxy is available at the company’s website www.swedishstirling.com. If the shareholder is a legal person, a registration certificate or other authorisation document must be attached to the form.
- AGENDA OF THE MEETING
Proposal for agenda
- Election of Chairperson of the Meeting.
- Election of person to approve the minutes of the Meeting.
- Preparation and approval of the list of shareholders entitled to vote at the Meeting.
- Approval of the agenda.
- Determination of whether the Meeting has been duly convened.
- Resolution on winding-up.
- Closing of the Meeting.
Resolution on winding-up (item 6)
The Board of Directors proposes that the general meeting adopt a resolution that the Company shall enter into voluntary winding-up pursuant to Chapter 25, section 3 of the Swedish Companies Act.
The Board of Directors announced on 19 February 2023 that it intends to propose that the Company begin an orderly winding-up of the business by allowing the shareholders to decide on a voluntary winding-up. Before that, the Company announced on 30 December 2022 that the Board of Directors had resolved, inter alia, to give the CEO and the management team the mandate to carry out substantial cost saving measures. This has led to continued reductions among the personnel and entails an ongoing effort to renegotiate or terminate the majority of the Company's supply agreements, to wind down the operations in South Africa and to carry out other cost saving measures.
In its continuous evaluation of the Company's operations and financial position, including but not limited to investigating the possibilities to find a strategic partner and to amend the Company's business model, the Board of Directors has thereafter concluded, however, that there is no longer a sufficient basis for the continuation of the operations. This conclusion is in particular taking into consideration the current level of working capital and that the Board of Directors foresee no realistic assumptions for the Company to carry out such additional capital increase as would be necessary to continue the operations and create long-term value for the shareholders. The Company has been in contact with certain of the Company’s major creditors, including the holders of outstanding convertible loans in the Company, which creditors are not opposing an orderly winding-up of the operations.
It is proposed that the resolution on winding-up shall have effect as from the date on which the Swedish Companies Registration Office appoints a liquidator.
According to the preliminary assessment of the Board of Directors, the possible distribution to the shareholders in relation to the winding-up procedure will be very limited or may not take place at all.
To the extent it becomes relevant, it is estimated that the distribution of assets will take place upon the expiry of the period of notice to unknown creditors or, at the latest, in connection with the presentation of the liquidator's final report.
The Company intends to present a proposal for a liquidator at the latest at the Meeting.
In the Board of Directors’ opinion, there is no alternative to winding-up.
- NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and votes in the company is 194,170,162.
- AVAILABLE DOCUMENTATION
Documents according to Chapter 25 section 4 of the Swedish Companies Act will be kept available for the shareholders at the company’s office in Gothenburg and on the company’s website www.swedishstirling.com. Copies of the documents will be sent to those shareholders who request to receive such information and who have provided their address. The documents will be presented at the Meeting.
- THE SHAREHOLDERS RIGHT TO REQUEST INFORMATION
According to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the Board of Directors and the Managing Director regarding conditions that may affect the assessment of a matter on the agenda. The Board of Directors and the Managing Director will disclose such information if the Board considers that it can be done without significant damage to the Company.
- PROCESSING OF PERSONAL DATA
For information about the processing of personal data, see
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-engelska.pdf.
Gothenburg in February 2023
Swedish Stirling AB (publ)
The Board of Directors
The information was submitted for publication, through the agency of the contact person set out below on 24 February 2023 at 20:00 CET.