Omnicar announces notice convening an extraordinary general meeting
The board of directors of OmniCar Holding AB (“OmniCar” or the “Company”) has today resolved to convene an extraordinary general meeting (the “EGM”) on December 28, 2021 and propose to the EGM (i) that OmniCar’s CEO Claus T. Hansen and Kevin Magnussen shall replace Mikkel Lippmann and Jens Sørensen on the Company’s Board as previously announced, (ii) that the EGM resolves on the previously announced issue of shares to the underwriters of the series TO2 subscription warrants, and (iii) an authorisation for the board of directors to issue shares. The full notice for the EGM, including the complete proposals as well as instructions for how to participate at the EGM, is included in this press release. The notice will be made in accordance with the rules in the Swedish Companies Act.
The resolution to issue shares to the underwriters of the series TO2 subscription warrants requires that it is supported by shareholders representing at least nine tenths of the votes cast as well as the shares represented at the meeting since two of the underwriters, Andreas Klainguti and Mads Kjaer, are directors of the board of OmniCar.
NOTICE OF EXTRAORDINARY GENERAL MEETING IN OMNICAR HOLDING AB
The shareholders of OmniCar Holding AB, reg.no 559113-3987, are hereby invited to attend the extraordinary general meeting on Tuesday, December 28, 2021.
The board of directors has decided that the extraordinary general meeting shall be conducted without the physical presence of shareholders, proxies and third parties. Shareholders should instead have the opportunity to exercise their voting rights through postal voting. The shareholders will, however, have the opportunity to ask questions in writing via e-mail prior to the meeting.
Shareholders are welcome to send their possible questions by e-mail to [email protected] in accordance with the instructions in section Right to request information. The questions and answers will be published on the company's website www.omnicar.com/investor-relations/ no later than 5 days prior to the meeting.
Information on the resolutions made by the extraordinary general meeting will be announced to the shareholders on Tuesday, December 28, 2021, as soon as the outcome of the postal voting is finally compiled.
NOTICE OF ATTENDANCE
Shareholders who wish to participate in the extraordinary general meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB as of Friday, December 17, 2021, and
- register their attendance to the meeting by submitting their postal vote so that the postal vote is received no later than on Monday, December 27, 2021.
NOMINEE-REGISTERED SHARES
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the meeting by submitting his postal vote, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of the record date Friday, December 17, 2021. Such registration may be temporary (so-called voting rights registration) and request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than Tuesday, December 21, 2021 will be taken into account in the production of the share register.
POSTAL VOTING
The Board has decided that the shareholders shall be able to exercise their voting rights only by way of postal voting in accordance with section 22 of the Act (2020:198) on temporary exemptions to facilitate the execution of general and general meetings in companies and other associations. A special postal voting form must be used for postal voting. The postal voting form will be available on the company's website, www.omnicar.com/investor-relations/. The form is also valid as a notice of attendance to the extraordinary general meeting.
The shareholder may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid.
Votes received later than Monday, December 27, 2021 will be disregarded.
POWERS OF ATTORNEY
If the shareholder submits its postal vote by proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Proxy forms are available on the company's website, www.omnicar.com/investor-relations/. The power of attorney is valid for one year from the issue date or the longer period of validity stated in the power of attorney, however, a maximum of five years. If the shareholder is a legal person, a registration certificate or other authorisation document, not older than one year, which shows the authorised signatory, must be attached to the form.
SHAREHOLDERS RIGHT TO RECEIVE INFORMATION
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. A request for such information shall be made in writing to OmniCar Holding AB, c/o MAZARS SET Revisionsbyrå AB, Terminalgatan 1, 252 78 Helsingborg, Sweden, or by way of e-mail at [email protected] no later than Saturday, December 18, 2021.
Information is provided by being kept available at the company's website www.omnicar.com/investor-relations/ and at the address OmniCar Holding AB, c/o MAZARS SET Revisionsbyrå AB, Terminalgatan 1, 252 78 Helsingborg, Sweden, no later than Thursday, December 23, 2021, and will be sent to the shareholders who so wishes and who has provided their address.
PROPOSAL FOR AGENDA
- Opening of the extraordinary general meeting
- Election of chairperson of the extraordinary general meeting
- Drawing up and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the extraordinary general meeting was duly convened
- Resolution on a directed issue of new shares
- Resolution on an issue authorisation
- Resolution on the composition of the board of directors
- Closing of the extraordinary general meeting
The board of directors’ proposals
Item 2 – Election of the chair of the extraordinary general meeting
It is proposed that Claus T. Hansen is elected as chair of the extraordinary general meeting, or in case of his absence, the person who’s appointed by Claus T. Hansen.
Item 3 – Drawing up and approval of the voting list
The voting list that is proposed to be approved under item 3 on the agenda is the voting list prepared on basis of the share register of the extraordinary general meeting and received postal votes, and which has been controlled and approved by the persons to approve the minutes.
Item 5 – Election of one or two persons to approve the minutes
It is proposed that Mikkel Lippmann, together with the chairperson of the board, adjust the minutes of the annual general meeting, or in his absence, by the person appointed by the board of directors. The adjuster's assignment also includes controlling the voting list, and to ensure that incoming postal votes are correctly stated in the minutes of the meeting.
Item 7 – Resolution on directed issue of new shares
It is proposed that the extraordinary general meeting resolved on a directed new share issue mainly in accordance with the following.
The board of directors of the company propose that the general meeting resolves on the issue of shares as follows.
- The company shall issue a maximum of 2,123,869 shares and the company's share capital may be increased by a maximum of SEK 212,386.9.
- The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, accrue:
- Milad Pournouri with no more than 434 263 shares,
- Oliver Aleksov with no more than 414 691 shares,
- Andreas Klainguti (director) with no more than 375 986 shares,
- Mads Kjaer (director) with no more than 375 986 shares,
- Magnus Ottosson with no more than 99 958 shares,
- Mikkel K. Christensen with no more than 93 997 shares,
- Luca Di Stefano with no more than 93 997 shares,
- Jesper Gerlich with no more than 187 993 shares, and
- Morten Tinggaard with no more than 46 998 shares.
- Subscription of shares shall be made no later than 14 January 2022. Subscription shall be made on a subscription list. The board of directors shall have the right to resolve on an extension of the subscription period.
- Payment for new shares shall be made not later than 14 January 2022 through payment in cash. The board of directors shall have the right to extend the payment period.
- Payment for subscribed shares which exceeds the quota value of the shares shall in its entirety be added to the share premium fund.
- The subscription price is SEK 1 per share, i.e. a total of SEK 2,123,869 when subscribing for all the shares.
- The new shares entitle to dividends for the first time on the first payment date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear.
A resolution in accordance with this item 7 requires that it is supported by shareholders representing at least nine tenths of the votes cast as well as the shares represented at the meeting.
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As a reason for deviation from the shareholders' preferential rights and the rationale for the subscription price, the board of directors may state the following.
The issue of the shares is made with the purpose to allot shares to the underwriters of a fund raising by the company through the issuing of subscription warrants of series TO2. The subscription price for the new shares equals the strike price of subscription warrants of series TO2.
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The board of directors, or the person appointed by the board of directors, shall have the right to decide on any minor changes to the resolution of the Annual General Meeting that may be required in connection with registration of the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB, or due to other formal requirements.
Item 8 – Resolution on issue authorisation
The board of directors proposes that the extraordinary general meeting resolves on an issue authorisation mainly in accordance with the following.
The board of directors is to be authorised to, on one or more occasions until the next annual general meeting, resolve on issue of new shares, issue of convertibles, issue of warrants and/or a combination of these, so called units. An issue can be decided with or without regard of shareholders’ pre-emption rights.
This authorisation is to include the right to issue shares, convertibles, warrants and/or units, with cash payment, payment by way of set-off or payment by contribution in kind, and otherwise subject to conditions as set out in Chapter 2, section 5, second paragraph 1–3 and 5 of the Swedish Companies Act. Warrants may be issued without consideration.
Item 9 – Resolution of the composition of the board of directors
It is proposed that the extraordinary general meeting resolves to change the board of directors’ composition in accordance with the following.
Directors Mikkel Lippmann and Jens Sørensen are dismissed as directors.
Claus T. Hansen and Kevin Magnussen will be elected as directors for the period until the next annual general meeting.
The board of directors, or its nominee, is entitled to decide on any minor changes in the resolution of the general meeting that may be required when registering the resolution with the Swedish Companies Registration Office or due to other formal requirements.
CERTAIN MAJORITY REQUIREMENTS
A resolution in accordance with item 7 requires that it is supported by shareholders representing at least nine tenths of the votes cast as well as the shares represented at the meeting and a resolution in accordance with item 8 requires that it is supported by shareholders representing at least two thirds of the votes cast as well as the shares represented at the meeting.
DOCUMENTS
Complete proposals and statements under the Swedish Companies Act will be available at the company’s office as well as on the company’s website www.omnicar.com/investor-relations/. Copies of the documents will be sent to shareholders who so requests and state their postal 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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Helsingborg in December 2021
OmniCar Holding AB (publ)
The board of directors