FRISQ Holding
Notice of Extra General Meeting in Frisq Holding AB (publ) (MFN)
The shareholders of Frisq Holding AB (publ), reg. no. 556959-2867, (the "Company"), are hereby convened to the extra general meeting to be held on Wednesday 4 November 2020, at 14.00 CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm.
Information with respect to the coronavirus
Due to the development of the coronavirus, the goal is that the extra general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance, please see below, as well as the possibility of participating by way of proxy. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the extra general meeting:
- Possibility to vote in advance and participate remotely via video.
- Registration for the general meeting will commence at 13.45.
- External guests will not be invited.
- No food or refreshments will be served.
The Company follows the development and the recommendations of the authorities and will, if necessary, update the information about the extra general meeting on the Company's website, www.frisqholding.se.
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
- on the record date, which is Tuesday 27 October 2020, be registered in the share register maintained by Euroclear Sweden AB. Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee, therefore must, no later than on Tuesday 27 October 2020, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 29 October 2020 will be considered in preparations of the share register; and
- notify the participation at the general meeting no later than on Thursday 29 October 2020. Notice of participation at the general meeting shall be sent by regular mail to Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, SE-101 23 Stockholm (please mark the envelope with "Frisq EGM 2020") or by e-mail to ian.gulam@bakermckenzie.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail or e-mail at the address stated above, and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on Thursday 29 October 2020. A form proxy will be available for downloading on the Company's website www.frisqholding.se.
Advance voting
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection.
A special form shall be used for advance voting. The form is available on www.frisqholding.se. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be submitted to the Company no later than on Thursday 29 October 2020. The completed and signed form shall be sent to the address stated under "Right to attend the general meeting and notice" above. A completed form may also be submitted electronically and is to be sent to ian.gulam@bakermckenzie.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions is included in the form for advance voting.
Attend remotely
The shareholders might attend the extra general meeting either physically, in person or by proxy, or remotely (via video conference) and vote in advance. Those who are willing to attend the extra general meeting remotely and would like to utilize their voting rights cannot do so by video conference and must instead participate via proxy or vote in advance to utilize their voting rights. The Company will distribute the video conference details to the shareholders that have notified the Company of their intention to attend the general meeting remotely, no later than on 3 November 2020.
Proposed agenda
- Opening of the meeting and election of the chairman of the general meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one person to certify the minutes
- Determination of whether the general meeting has been duly convened
- Resolution regarding approval of the board of directors' resolution to issue shares
- Resolution regarding the number of board members
- Closing of the meeting
Proposals for resolutions:
Item 1: Opening of the meeting and election of the chairman of the general meeting
The board of directors proposes that Ian Gulam, L.L.M at Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.
Item 6: Resolution regarding approval of the board of directors' resolution to issue shares
The board of directors proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 15,750,000 shares, without preferential rights for the Company's shareholders dated on 18 October 2020 in accordance with the following:
The total increase of the Company's share capital can amount to a maximum of SEK 787,500.
The subscription price for the new shares shall be SEK 5.00 per share, which is based on bilateral on arms' length negotiations with investors carried out by the Company, in total SEK 78,750,000 if all shares are subscribed for. The board of directors' assessment is therefore that the subscription price in the new share issue is in accordance with market conditions.
Right to subscribe for the new shares, with deviation from the shareholders' preferential rights, shall be attributed to the investors who have notified the Company of their interest in the new share issue.
Subscription shall be made at a subscription list no later than on 5 November 2020. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 6 November 2020. The board of directors is entitled to extend the last day for payment.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The reason for the new share issue and the reasons for the deviation from the shareholders' preferential rights, is that it is considered beneficial for the Company and its shareholders to utilize the opportunity to raise capital to the Company in a time and cost efficient way and at attractive terms and to secure the Company’s ability to achieve its market potential during 2021.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
For further information please also refer to the Company’s press release of 19 October 2020.
Item 7: Resolution regarding the number of board members
Because of Anna Frick's resignation from the board and considering that Åke Hallman has notified the board of his resignation following the extra general meeting, it is proposed that the Company's board of directors shall consist of four members. Ordinary board members Mats Lindstrand, Lars Björk, Göran Hägglund and Per-Egon Johansson remains as board members.
Majority requirements
A resolution in accordance with item 6 is valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 32,204,773 shares, with a corresponding number of votes. The Company holds no shares of its own.
Further information
A proxy form, complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Lästmakargatan 20 in Stockholm and at the Company's website www.frisqholding.se, at least two weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
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Stockholm in October 2020
Frisq Holding AB (publ)
The board of directors
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO UNITED STATES OF AMERICA, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE IN CONFLICT WITH APPLICABLE LAWS OR REQUIRE FURTHER REGISTRATION OR OTHER ACTIONS THAN WHAT IS REQUIRED UNDER SWEDISH LAW
For further information:
George Thaw, CEO FRISQ
investor@frisq.se
This information is information that FRISQ Holding is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2020-10-19 07:50 CEST.