The shareholders of
Notice etc.
Right to attend the general meeting is given to those who are entered as shareholders in the share register maintained by
Notice to attend the general meeting can be made by email to: stamma@mq.se, by post to:
Shareholders participating through a proxy or a representative should, in order to facilitate the entering at the general meeting, submit their proxy, certificates of registration or other documents of authorisation to the company not later than on Tuesday
Shareholders whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend the general meeting. Such re-registration shall be completed with
There are a total of 10,546,952 shares and votes in the company. The company holds no own shares.
Proposed agenda
1. Election of chairman at the general meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda at the general meeting.
4. Election of one or two persons to approve the minutes.
5. Examination of whether the general meeting has been duly convened.
6. Resolution on the Board's proposal on amending the Articles of Association.
7. Resolution on approval of the Board's resolution on a new issuance of shares subject to approval from the general meeting.
8. Closing of the general meeting.
Proposed resolutions
Item 6 - Resolution on the Board's proposal on amending the Articles of Association
In order to enable the Board's resolution on a new issuance of shares with preferential rights for the company's shareholders, subject to approval from the general meeting in accordance with item 7 on the agenda, the Board proposes that the limits on share capital and number of shares in the Articles of Association are amended in accordance with the below proposal. Further, the Board proposes that the general meeting resolves on amendments in the Articles of Association in order to adapt the Articles of Association to legislative amendments, which have entered into force or can be expected to enter into force during the year.
In conclusion, the Board therefore proposes that the general meeting resolves to adopt the following two proposals for new Articles of Association, Alternative A and Alternative B, and to authorise the Board to register the company's new Articles of Association in accordance with Alternative A or Alternative B, depending on the number of shares to be registered after the rights issue.
ALTERNATIVE A
§ 1
Current wording
The name of the company is
Proposed wording
The company name is
§ 4
Current wording
The share capital shall be at least
Proposed wording
The share capital shall be at least
§ 7 - second paragraph
Current wording
To be entitled to attend a general meeting, a shareholder must be included in a print-out or other excerpt of the entire share register showing the shareholding five weekdays prior to the general meeting, as well as give the company notice of his intention to attend not later than on the day specified in the notice convening the meeting. This day may not be a Sunday, any other Swedish public holiday, Saturday, Midsummer Eve,
Proposed wording
To be entitled to attend a general meeting, a shareholder must give the company notice of his intention to attend not later than on the day specified in the notice convening the meeting. This day may not be a Sunday, any other Swedish public holiday, Saturday, Midsummer Eve,
ALTERNATIVE B
§ 1
Current wording
The name of the company is
Proposed wording
The company name is
§ 4
Current wording
The share capital shall be at least
Proposed wording
The share capital shall be at least
§ 7 - second paragraph
Current wording
To be entitled to attend a general meeting, a shareholder must be included in a print-out or other excerpt of the entire share register showing the shareholding five weekdays prior to the general meeting, as well as give the company notice of his intention to attend not later than on the day specified in the notice convening the meeting. This day may not be a Sunday, any other Swedish public holiday, Saturday, Midsummer Eve,
Proposed wording
To be entitled to attend a general meeting, a shareholder must give the company notice of his intention to attend not later than on the day specified in the notice convening the meeting. This day may not be a Sunday, any other Swedish public holiday, Saturday, Midsummer Eve,
The proposal is conditional upon that the general meeting also resolves to approve the Board's resolution on a new share issue with preferential rights for the company's shareholders in accordance with item 7 on the agenda. The resolution by the general meeting is valid only if supported by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the general meeting.
The Board, or anyone appointed by the Board, shall be authorised to make such minor adjustments of the above resolutions as may prove necessary in connection with the registration with the Swedish Companies Registration Office or
Item 7 - Resolution on approval of the Board's resolution on a new issuance of shares subject to approval from the general meeting
The Board proposes that the general meeting approves the Board's resolution of
1. The Board, or whomever the Board may appoint among its members, is authorised to resolve, no later than five (5) business days before the record date, on the maximum amount by which the share capital shall be increased, the maximum number of shares to be issued, the number of existing shares that shall entitle to subscription for a certain number of new shares and the subscription price per new share.
2. The company's shareholders will have preferential right to subscribe for the new shares in relation to the number of shares held.
3. Record date for determination of shareholders eligible for participation in the rights issue shall be
4. In the event that all shares have not been subscribed for by virtue of subscription rights, the Board shall, within the maximum amount of the rights issue, resolve on allotment of shares subscribed for without subscription rights, whereby such shares shall, firstly, be allotted to those who also have subscribed for shares by virtue of subscription rights, regardless of whether or not they were shareholders on the record date, pro rata to the number of subscription rights each of them have exercised for subscription, and secondly, such shares shall be allotted to others who have subscribed for shares without subscription rights pro rata to the number of shares subscribed for. Any remaining shares shall be allotted to the underwriters of the rights issue in accordance with the terms and conditions of their respective undertaking, where allotment in first hand shall be made to the chairman of the Board to an amount of up to
5. Subscription shall be made during the period from and including
6. Subscription by virtue of subscription rights shall be made by simultaneous cash payment. Subscription without exercising subscription rights shall be made through subscription on a separate application form and payment for thereby allotted shares shall be made by cash payment no more than three (3) business days after the notice of allotment has been sent to the subscriber. The Board shall have the right to extend the payment period.
7. The new shares shall carry entitlement to dividend for the first time on the record date for dividend that occurs immediately after the rights issue has been registered with the Swedish Companies Registration Office.
8. The rights issue requires amendment of the limits on the share capital and number of shares in the company's Articles of Association, in accordance with item 6 above.
Documents pursuant to Chapter 13, Section 6 of the Swedish Companies Act have been prepared.
The proposal is conditional upon that the general meeting also resolves to adopt new Articles of Association in accordance with item 6 on the agenda. The resolution by the general meeting is valid only if supported by shareholders holding not less than half of both the votes cast and the shares represented at the general meeting.
The Board, or anyone appointed by the Board, shall be authorised to make such minor adjustments of the above resolutions as may prove necessary in connection with the registration with the Swedish Companies Registration Office or
Miscellaneous
Documentation
The documents prepared pursuant to Chapter 13, Section 6 of the Swedish Companies Act (available in Swedish only) will be available at the company's premises on Sankt Eriksgatan 5,
Shareholders' right to request information
The Board shall, if any shareholder so request and the Board believes that it can be done without material harm to the company, provide information at the general meeting regarding circumstances that may affect the assessment of an item on the agenda.
Use of personal data
In connection with the notice of attendance, the company will process the shareholders' personal data, which is requested above. The personal data gathered from the share register, notice of attendance at the general meeting and information about proxies and advisors will be used for registration, preparation of the voting list for the general meeting and, when applicable, the meeting minutes. The personal data will only be used for the general meeting. For additional information regarding the company's processing of personal data and your rights, please see the company's website www.mq.se under the heading "Shareholders' personal data" (which can be found under the section "Investor Relations" under the heading "The Share").
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The Board of Directors
https://news.cision.com/mq/r/notice-to-attend-extraordinary-general-meeting-in-mq-holding-ab,c3062029
https://mb.cision.com/Main/2493/3062029/1213110.pdf
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