Extraordinary General Meeting of Aktiebolaget Fastator (publ)
The Board of Directors of Aktiebolaget Fastator (publ) has decided to convene an Extraordinary General Meeting to address proposals regarding the election of a new Board of Directors, the number of Board members, fees to Board members, an issue of warrants, principles for remuneration of senior executives, authorisation of the Board to issue Series B shares, and a decision on offset issues with disapplication of shareholders’ preferential rights.
Date and venue
The Extra General Meeting will be held on Monday, 14 December 2015 at 3:00 p.m. at Advokatfirman Glimstedt, Strandvägen 7A, Stockholm in Sweden.
New Board of Directors
The Board proposes that the Meeting resolve that the Board is to consist of seven members, that Ulf Adelsohn, Mats Hulth and Svante Norrestad Bengtsson are to be dismissed as Board members of the company, and that Björn Rosengren, Anders Mossberg, Agneta Jacobsson, Pelle Törnberg and Carl Bildt are to be elected as new Board members for the period up until the next Annual General Meeting. Mats Lundberg and Joachim Kuylenstierna are to remain as Board members.
Warrants to senior executives
The Board proposes that the Meeting resolve that the company, with disapplication of shareholders’ preferential rights, issue not more than 650,000 warrants with the right to subscribe for a maximum of 650,000 new Series B shares. Only the indirectly, wholly owned subsidiary, Konyab 1 i Sverige AB, is eligible to subscribe and will subscribe for the warrants free of charge with the right and obligation to transfer the warrants to the company’s Management Team. The Board also proposes that the Meeting approve that the subsidiary transfer a maximum of 125,000 warrants to each of the company’s senior executives: Joakim Orthen, Fredrik Klerfelt, Erika Kveldstad and Daniel Hummel.
Principles for remuneration of senior executives
The Board proposes that the Meeting resolve that variable remuneration to a senior executive may amount to a maximum of 200% of the executive’s fixed annual salary. In all other respects, the previously adopted principles are to apply unchanged.
The Board proposes that the Meeting authorise the Board, on one or more occasions prior to the next AGM, with or without disapplication of shareholders’ preferential rights, to resolve on a new issue of Series B shares. The authorisation is to apply to no more than one issue of shares, for a total subscription price of SEK 100,000,000.
The Board proposes that the Meeting resolve to issue a maximum of 1,145,145 Series B shares at a subscription price of SEK 27.66 per subscribed share through an offset issue. Only individuals with claims against the company are eligible to subscribe, including Board member Ulf Adelsohn. The proposal means that the company’s share capital will increase by not more than SEK 1,832,232 through the issue of not more than 1,145,145 new Series B shares, for a total subscription price of not more than SEK 31,674,710.70. The subscription price corresponds to the volume-weighted, average closing price paid for the company’s share on Nasdaq First North Stockholm during the last ten (10) days of trading prior to 19 November 2015.
Notice and decision documentation
Notice of the General Meeting will be published, in accordance with the provisions of the Swedish Companies Act and the Articles of Association, no later than Monday 23 November 2015. Complete proposals and proxy forms will be available on the company’s website as of Monday, 23 November 2015.
For further information, contact:
Erika Kveldstad, acting CEO
tel: +46 (0)70-339 99 99
Fastator is a Swedish property investment company that invests in property-related companies run by entrepreneurs. The company’s share has been traded on Nasdaq First North Stockholm since 24 September 2015. The company’s Certified Adviser is Mangold Fondkommission AB, tel. +46 (0)8-5030 1550. This is information of the type that Fastator is obligated to disclose in accordance with the Swedish Securities Market Act and/or the Financial Instruments Trading Act. The information was issued for publication on 19 November 2015 at 8.30 a.m.