STOCKHOLM--(BUSINESS WIRE)--Regulatory News:
The shareholders in Addtech AB (publ) (STO:ADDTB), reg. no. 556302-9726, are hereby given notice to attend an extraordinary shareholders’ meeting to be held at 09.00 a.m. Wednesday, March 9, 2016, at Gällöfsta Konferens Sthlm City, Biblioteksgatan 29, Stockholm. Registration for the meeting commences at 8.30 a.m.
Shareholders wishing to participate at the meeting must:
· be entered in the shareholders’ register maintained by Euroclear Sweden AB as of Thursday, March 3, 2016;
· notify the company at Addtech AB (publ.), Box 5112, SE-102 43 Stockholm, Sweden, or by telephone +46 (0)8 470 49 00, fax +46 (0)8 470 49 01 or via the Company’s website, www.addtech.com/investors, or by e-mail to email@example.com, no later than by 3:00 p.m., Thursday, March 3, 2016. Such notice must contain the shareholder’s name, personal identification number (corporate registration number), address, telephone number and the number of shares represented as well as any attending counsel, maximum two. Details provided will be processed electronically and will be used for the purposes of the extraordinary shareholders´ meeting.
Shareholders who have their shares registered in the name of a nominee must temporarily register their shares in their own name in order to exercise their voting rights at the meeting. Such changes in registration must be completed as of Thursday, March 3, 2016, in order for due registration to take place.
Where participation will be by proxy, an original copy of the proxy documentation and any documents verifying authority must be submitted to the company well in advance of the meeting. Proxies for legal entities must also submit a certified copy of a certificate of incorporation or other documents verifying authority. The company provides a proxy form to shareholders, and this form is available at the company’s head office or on the company’s website www.addtech.com/investors latest on Wednesday, February 17, 2016.
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to approve the minutes.
6. Determination of whether the meeting has been duly convened.
7. Resolution regarding the Board of Director’s proposal regarding distribution of the shares in AddLife AB (publ) to the shareholders.
8. Closing of the meeting.
THE BOARD OF DIRECTORS’ PROPOSED RESOLUTION IN ACCORDECE WITH ITEM 7
The Board of Directors proposes that the extraordinary shareholders´ meeting resolves on a distrubution, which means that all the company's shares in AddLife AB (publ), Reg. No. 556995-8126 ("AddLife") is distributed to the shareholders of Addtech. Four (4) shares of class A in Addtech will entitle to one (1) share of class A in AddLife and four (4) shares of class B in Addtech will entitle to one (1) share of class B in AddLife. If the shareholding in Addtech is not evenly divisible by four, fractions of a share are received, in each share class, in AddLife. Such fractions of a share will be consolidated to shares which will be sold on Nasdaq Stockholm through Handelsbanken. The proceeds will be paid to the shareholders via Euroclear Sweden AB.
The record date for the distribution will be on March 11, 2016. With the proposed record date it is estimated the shares of AddLife will be recorded on the recipient's VP-account around March 15, 2016. The last day of trading in the shares of Addtech including the right to distribution is on March 9, 2016. Addtech currently holds 1,240,000 class B shares, which will not entitle to distribution of shares in AddLife.
The Board of Directors proposal for distribution is equivalent to an amount of total SEK 67,698,496, based on book value as of December 31, 2015, resulting in a distribution per share of approximately SEK 1.01.
AddLife's shares of class B are expected to be registered for trading on Nasdaq Stockholm. The distribution of the shares of AddLife is covered by the so-called Lex ASEA, which means that the distribution does not trigger any taxation.
NUMBER OF SHARES AND VOTES IN THE COMPANY
The Company has issued a total of 68,198,496 shares. Of which, 3,237,672 of these are class A shares and 64,960,824 are class B shares, of which 1,240,000 are held by the Company. The total number of votes, after deducting the shares held by the Company, is 96,097,544. This information relates to the situation at the time of issuing this notice.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen) the Board of Directors and the managing director are under a duty to, if any shareholder so requests and the Board of Directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda and circumstances that can affect the assessment of the company’s financial situation.
The Board of Directors’ full proposal in accordance with item 7 and documents in accordance with Chapter 18, Section 4 and 6 of the Swedish Companies Act will be available at the company latest on Wednesday, February 17, 2016, and will be sent to those shareholders who request this and provide their postal address. These documents will also be available on the Company’s website from the same time and will be presented at the shareholders’ meeting.
Stockholm, February 2016
The Board of Directors
Addtech AB (publ)
Addtech AB, Box 5112, SE-102 43 Stockholm, Sweden
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