Annual General Meeting 2016
Shareholders of AB Fastator (publ), Corp. Reg. No. 556678-6645, are hereby invited to the Annual General Meeting (AGM) on May 10, 2016 at 14:00 CET at Scandic Anglais, Humlegårdsgatan 23, Stockholm.
RIGHT TO PARTICIPATE IN THE MEETING
Shareholders who wish to participate in the Meeting must be registered in the printout of the share register pertaining to the conditions on Tuesday, May 3, 2016, and notify the company in writing of their intent to attend the Meeting at the following address:Östermalmstorg 5, SE-114 42 Stockholm, Sweden not later than May 3, 2016.
In their notification of attendance, shareholders must state their name, personal identification number or corporate registration number, address, telephone number, the number of shares represented and the names of any proxies or assistants who will be participating.
Proxies and representatives for legal entities are asked to submit an original proxy form, registration certificate and other authorisation papers to the company well in advance of the Extraordinary General Meeting.
Shareholders whose shares are registered with a nominee must temporarily re-register their shares in their own name in the share register maintained by Euroclear Sweden AB to be able participate in the Meeting. Such re-registration, known as registration of voting rights, must have been completed not later than Tuesday, May 3, 2016, which means that the shareholder must have informed the nominee in good time prior to this date.
1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Determination of whether the Meeting has been duly convened
6. Election of keeper of the minutes and one or two minutes checkers
7. Address by the CEO
8. Presentation of the annual report and the auditors’ report and of the consolidated financial accounts for 2015 and the auditor’s report on the consolidated financial accounts for 2015
9. Resolutions regarding
a) adwarrant of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet for 2015
b) the discharge of the members of the Board and the CEO from personal liability for their administration for 2015
c) appropriation of the company’s profit/loss according to the adopted balance sheet for 2015
10. Resolutions concerning number of members of the Board, deputy members of the Board and auditors
11. Determination of fees to be paid to the Board and the auditor
12. Election of Board members
13. Election of auditor
14. Resolution concerning guidelines for remuneration of senior executives
15. Resolutions concerning authorisation to issue shares
16. Resolutions concerning issue of warrants and transfer to members of the Board
17. Closing of the meeting
MOTIONS FOR RESOLUTION
Election of the Chairman of the Meeting (p.2)
The Board of Directors proposes that the Chairman of the Board be appointed Chairman of the Meeting
Resolutions concerning disposition of profit (p.9c)
The Board proposes that the Meeting resolve that no dividend be paid for the 2015 financial year and that all unappropriated earnings be carried forward.
Determination of the number of Board members and auditor (p.10)
The Board of Directors proposes that the Meeting resolve that the Board remain unchanged and comprise seven members, without deputies, and that an authorised accounting firm be appointed auditor.
Determination of fees to be paid to the Board and the auditor (p.11)
The Board of Directors proposes that the annual fees to members of the Board, who do not receive a salary from the company or another company in the company’s group, be payable in an amount of SEK 350,000 to the Chairman of the Board and SEK 200,000 to each of the other members, and that the auditor be paid in return for an approved invoice.
Election of Directors (p.12.)
The Board of Directors proposes that the Meeting resolve to re-elect members of the Board Björn Rosengren, Anders Mossberg, Agneta Jakobsson, Pelle Törnberg, Carl Bildt, Mats Lundberg and Joachim Kuylenstierna as Board members for the period up until the end of the next AGM.
Election of auditor (p.13)
The Board of Directors proposes that the Meeting resolve to re-elect the current auditing firm Öhrlings PricewaterhouseCoopers AB as auditors, with Magnus Ivar Thorling as auditor-in-charge.
Resolution concerning guidelines for remuneration of senior executives (p.14)
The Board of Directors proposes that the Meeting resolve that the guidelines adopted for the remuneration of senior executives at the Extraordinary General Meeting on December 14, 2015 will continue to apply in an unchanged manner.
Authorisation to issue Class B shares (p.15)
The Board proposes that the Meeting authorise the Board, on one or more occasions prior to the next Annual General Meeting, with or without disapplication of shareholders’ preferential rights, to resolve on a new issue of Class B shares. The authorisation is to apply to issues of shares for a total subscription price not exceeding SEK 100,000,000. Shares may be issued on the basis of cash payment, non-cash consideration or offset, or otherwise be subscribed for under the conditions stipulated in Chapter 13, Section 5, first paragraph, point 6 of the Swedish Companies Act. The Board should also be authorised to otherwise determine the terms and conditions of the share issue. If the Board decides on a share issue without preferential rights for shareholders, the reason must be to broaden the ownership base, acquire or facilitate the acquisition of working capital, increase the liquidity of the share, carry out company acquisitions or acquire or facilitate the acquisition of capital for company acquisitions. For a decision on share issues without preferential rights for shareholders, the subscription price must be market-based on the date of the issue decision. The Board should be authorised to make any minor adjustments to this resolution that may prove to be necessary in connection with registration.
Issue of warrants (p. 16)
Shareholders, representing some 62% of the share capital and some 60% of the voting rights, propose that the Meeting resolve that the company, disapplying the shareholders’ preferential rights, issue not more than 420,000 warrants with the right to subscribe for a maximum of 420,000 new Class B shares on the basis of the terms and conditions presented below. Only the indirectly wholly owned subsidiary, Konyab 1 i Sverige AB, is eligible to subscribe. The subsidiary will acquire the warrants free of charge, with the right and obligation to transfer the warrants to the members of the company’s Board who are not (directly or indirectly) major shareholders in the company. The members of the Board concerned will be offered an opportunity to acquire the warrants for a market-aligned cash amount. For one (1) warrant, holders of warrants are entitled to subscribe for one (1) new Class B share in the company, from 1 December 2020 up to and including 31 December 2020, for a subscription price corresponding to 150% of the average of the volume-weighted, most recent price paid for the share over the ten trading days from 2 May through 16 May 2016. The complete terms and conditions will be presented at the Meeting and will be available prior to the Meeting in accordance with the stipulations of the Companies Act. The Board’s reason for the aforementioned motion is that a personal, long-term ownership commitment among members of the Board can be expected to stimulate a greater interest in the operations and its earnings trend. Accordingly, the parties forwarding the motion believe that the offering is advantageous to both the Company and its shareholders.
On full exercise of the warrants, the share capital will increase by SEK 672,000 through the issuance of 420,000 Class B shares, each with a quotient value of SEK 1.60, subject to the increase that may be caused by recalculation being necessary under the warrant terms due to share issues, etc. This means that on full exercise of the proposed warrants, the dilution effect of the new shares will correspond to approximately 2.9% of the total number of shares outstanding and 2.8% of the total number of votes in the company. The Board is to be authorised to make any minor adjustments to this resolution that may prove to be necessary in connection with registration.
The company already has a warrant programme outstanding. In December 2015, 650,000 warrants were issued to four senior executives. The warrants mature on December 31, 2020 at a subscription price of SEK 43.05 each. Taking into account the warrants outstanding, total dilution resulting from the warrants already issued and the warrants to be issued under the current proposal will be 7.1% of the shares and 6.8% of the voting rights.
The parties forwarding the motion also propose that the General Meeting (in accordance with Chapter 16 of the Companies Act) resolve to approve transfers a maximum of 140,000 warrants to Chairman of the Board Björn Rosengren and a maximum of 70,000 warrants each to members of the Board Carl Bildt, Agneta Jakobsson, Anders Mossberg and Per Törnberg.
Proxy forms will be available to shareholders on the company’s www.fastator.com website as of three weeks prior to the Meeting and will also be available at the company, and will be sent to those shareholders who have requested the proposals and provided their postal address. The shareholders are informed of their right to request information at the Meeting regarding circumstances that could affect the assessment of an item on the agenda or the assessment of the company’s financial situation. There were a total of 14,020,321 shares and 14,722,213 voting rights in AB Fastator (publ) on the date of publication of this official notification.
Stockholm, April 2016
AB FASTATOR (PUBL)
The Board of Directors
For more information, please contact:
Daniel Hummel, CEO
+46 (0)70 661 24 29
Erika Kveldstad, CFO
+46 (0)70 339 99 99