Notice of extraordinary General Meeting
Press release from Elanders AB (publ) 2010-07-15
The shareholders in Elanders AB (publ) are summoned to an extraordinary general meeting on Monday 23 August 2010 at 1 p.m. at Elanders’ premises, Designvägen 2, Mölnlycke, Sweden.
RIGHT TO PARTICIPATE
Those who have the right to participate at the extraordinary general meeting are shareholders that are recorded in the register of shareholders held by Euroclear Sweden AB on Tuesday 17 August 2010, and have notified their intent to participate no later than on Tuesday 17 August 2010 at 1 p.m.
Shareholders who have nominee registered their shares must temporarily re-register the shares in their own name with Euroclear Sweden AB to be entitled to participate in the meeting. Such registration is carried out after having requested it from the nominee and must be effected on Tuesday 17 August 2010. This means that shareholders must notify their nominee of their request well in advance of said date.
There are a total of 9,764,999 shares and 15,014,996 votes in Elanders. Of these shares, 583,333 are class A shares with ten votes per share and 9,181,666 are class B shares with one vote per share.
Notification of participation can be made in writing to Elanders AB (publ), att: ”Extraordinary General Meeting”, P.O. Box 137, SE-435 23 Mölnlycke, Sweden, by telephone +46 31-750 00 00, by fax +46 31-750 07 25, by e-mail Ym9sYWdzc3RhbW1hQGVsYW5kZXJzLmNvbQ== or on the company’s website, www.elanders.com. The notice shall include name, personal/corporate identity number, address and telephone number, number of shares held and, if applicable, the number of advisors (two at the most) that will accompany the shareholder at the meeting.
Shareholders represented by proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a registration certificate or corresponding document which indicates the authorised signatory shall be appended. The original power of attorney and, where applicable, the registration certificate or corresponding document should be submitted to the company at the address indicated above well in advance of the meeting. The company provides proxy forms on request.
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda for the meeting
- Election of two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- The board of directors’ proposal regarding amendments to the articles of association
- The board of directors’ proposal regarding rights issue
- Closing of the meeting
AMENDMENTS TO THE ARTICLES OF ASSOCIATION (ITEM 7)
The board of directors proposes that the articles of association are amended so that the limits for the share capital in § 3 of the articles of association are increased from SEK 30-120 million to SEK 90-360 million and that the limits for the number of shares in § 4 of the articles of association are increased from 3-12 million shares to 9-36 million shares. The amendments are required for the purpose of the proposed rights issue under item 8.
RIGHTS ISSUE (ITEM 8)
The board of directors proposes that the general meeting resolves to increase the company’s share capital with not more than SEK 97,649,990 through issue of not more than 583,333 new class A shares and not more than 9,181,666 new class B shares.
The shareholders shall be entitled to subscribe for the new shares with pre-emptive rights. One class A share shall entitle to subscription for one new class A share and one class B share shall entitle to subscription for one new class B share (primary pre-emptive right). Shares not subscribed for with primary pre-emptive rights shall be offered to all shareholders for subscription (secondary pre-emptive right). If the shares thus offered are not sufficient for the subscriptions made with secondary pre-emptive rights, the shares shall be allocated between the subscribers pro rata to the number of shares previously held and, to the extent such allocation cannot be effected, by the drawing of lots. Thereafter, allocation shall be made to other persons that have subscribed without pre-emptive rights, whereby – in the event of over-subscription – allocation shall be made in relation to the number of shares set forth in the respective subscription form and, to the extent such allocation cannot be effected, by the drawing of lots. Any remaining shares shall be allocated to the guarantor Carl Bennet AB.
The subscription price in the rights issue shall be SEK 22 per share. The record date for the right to participate in the rights issue shall be 30 August 2010. Subscription for the new shares shall be made during the period 6-20 September 2010.
For further details and information on the background to and reasons for the rights issue, please refer to Elanders’ press release on 15 July 2010.
Documentation relating to the proposed resolutions will be available at the company and on its website, www.elanders.com, no later than two weeks prior to the meeting. Copies of the documentation will be sent to the shareholders who so request and specify their postal address. Copies will also be handed out at the meeting.
Mölnlycke, July 2010
The board of directors of Elanders AB (publ)