Shareholders in AB Geveko are herewith notified that an Extraordinary General Meeting will be held at 10.00 a.m. on Wednesday 31 March 2010 at Hotel Riverton, Stora Badhusgatan 26, Göteborg, Sweden. NOTIFICATION Shareholders who wish to participate in the Extraordinary General Meeting (EGM) - shall be registered as such in the register of shareholders maintained by Euroclear Sweden AB (formerly VPC AB) by 25 March 2010, and - shall notify the company of their intention to participate no later than 29 March 2010. The notification of intention to participate can be sent in writing to the company at AB Geveko, Box 2137, SE-403 13 Göteborg, Sweden, by phoning +46 31 17 29 45, by faxing +46 31 711 88 66, or by e-mailing info@geveko.se <mailto:info@geveko.se>. Shareholders bringing advisors shall state how many (maximum two). Shareholders whose shares are registered in the names of nominees must have their shares temporarily re-registered in their own name in order to be entitled to participate in the EGM. Such temporary re-registration (for entitlement to vote) should be arranged well in advance of 25 March 2010 with the bank or brokerage in whose name the shares are registered. Shareholders who are represented by proxies shall provide a proxy form for the person in question. If the proxy form is issued by a juridical person a verified copy of the said person's certificate of registration shall be enclosed. The proxy must not be more than one year old. Originals of proxy forms and certificates of registration, if any, should reach the company well in advance of the EGM. The company provides proxy forms at www.geveko.se <http://www.geveko.se/>. PROPOSED AGENDA 1. Opening of Meeting. 2. Election of chairman of the Meeting. 3. Preparation and approval of voting list. 4. Approval of the agenda. 5. Election of two persons to check and approve the minutes together with the chairman. 6. Determination of whether the Meeting has been duly convened. 7. Resolution concerning: A. amendment of the articles of association, B. reduction of the share capital, C. amendment of the articles of association, and D. approval of the Board's decision on new issue of shares. 8. Closing of the Meeting. PROPOSALS The Board's proposal for resolution according to Item 7 As stated below, the Board proposes, among other things, that the EGM resolves to approve the Board's resolution concerning new issue of shares with preferential rights for the shareholders. As further stated below, there are certain terms for the new issue, such as the amount by which the company's share capital shall be increased, the number of shares which shall be issued as well as the subscription price to be paid for each new share, to be determined and published on 29 March 2010. The subscription price and other terms for subscription shall then be the same for each A-share as for each B-share. To create commercial flexibility pertaining to the determination of such terms, the Board is submitting two alternative proposals pertaining to the reduction of share capital (see proposal B (i) and B (ii) below), of which only one proposal can be adopted by the EGM. Consequently, the Board will withdraw the proposal that the Board finds less appropriate in view of the final terms for the new issue. The withdrawal will be implemented in connection with the determination of the final terms for the new issue of shares (see below under Item D). A. Proposal for resolution concerning amendment of the articles of association In order to enable the reduction of the share capital in accordance with Item B (i.e. B (i) or B (ii) alternatively) below, the Board proposes that the limits for the share capital in the articles of association (first Section § 2) are amended accordingly. The details of the proposed amendments will be determined by the Board in connection with the resolution on the final terms of the new issue of shares, including the increase of the share capital. B (i). Proposal for resolution concerning reduction of the share capital (reduction of par value to SEK 6) To facilitate the new issue of shares according to Item D below, the Board proposes that the EGM resolves according to the following: The company's share capital, which currently amounts to SEK 105,488,325, shall be reduced by SEK 80,171,127, without withdrawal of shares, for provisions for a fund to be utilized according to resolution by the General Meeting. The reduction requires that the articles of association are amended according to the Board's proposal under Item A above. Following the reduction of the share capital, in accordance with the statement above, the company's share capital will amount to SEK 25,317,198, distributed in a total of 4,219,533 shares divided on 720,000 A-shares and 3,499,533 B-shares, each with a par value of SEK 6. Except for the reduction of the company's share capital, the company's restricted capital is not affected. B (ii). Proposal for resolution concerning reduction of the share capital (reduction of par value to SEK 12) To facilitate the new issue of shares according to Item D below, the Board proposes that the EGM resolves according to the following: The company's share capital, which currently amounts to SEK 105,488,325, shall be reduced by SEK 54,853,929, without withdrawal of shares, for provisions for a fund to be utilized according to resolution by the General Meeting. The reduction requires that the articles of association are amended according to the Board's proposal under Item A above. Following the reduction of the share capital, in accordance with the statement above, the company's share capital will amount to SEK 50,634,396, distributed in a total of 4,219,533 shares divided on 720,000 A-shares and 3,499,533 B-shares, each with a par value of SEK 12. Except for the reduction of the company's share capital, the company's restricted capital is not affected. C. Proposal for resolution concerning amendment of the articles of association In order to enable the new issue in accordance with Item D below, the Board proposes that the limits for the share capital and the limits for the number of shares in the articles of association (first Section § 2) are amended accordingly. The details of the proposed amendments will be determined by the Board in connection with the resolution on the final terms of the new issue of shares, including the increase of the share capital. D. Approval of the Board's decision on new issue of shares The Board proposes that the EGM approves the Board's decision to increase the company's share capital through a new issue of shares with preferential rights for the shareholders under the following main terms. The new issue of shares is expected to result in proceeds amounting to approximately SEK 160 million, prior to costs for the issue. On 29 March 2010, the Board will determine the amount by which the company's share capital shall be increased, the number of shares which shall be issued and the subscription price to be paid for each new share. The subscription price and other terms for subscription shall then be the same for each A-share as for each B-share. Each owner of A-shares and B-shares shall have preferential rights to subscribe for new shares of the same type in relation to the number the holder previously held (primary preferential rights). Shares that are not subscribed for using primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential rights). The record date for determining which shareholders are entitled to exercise their preferential rights to subscribe for new shares shall be 7 April 2010. In the event all shares are not subscribed for using primary or subsidiary preferential rights, allocation shall primarily occur to other subscribers and secondarily to the parties which have entered into subscription guarantees with the company in respect of the new issue of shares. Subscription for new shares shall occur during the period from 12 April 2010 to 28 April 2010, with the exception of guarantors for whom the subscription shall occur not later than 5 May 2010. The Board is entitled to extend the subscription period. Majority requirements The Board proposes that the EGM's resolution in accordance with Items 7 A, 7 B (i.e. 7 B (i) or 7 B (ii) alternatively) and 7 C as well as approval of the Board's resolution in accordance with Item 7 D, shall be adopted as one decision. Such decisions are valid only if supported by shareholders holding not less than two-thirds of the votes registered and shares represented at the EGM. Number of shares and votes The total number of shares and votes in the company as per 25 February 2010 is 4,219,533, divided on 720,000 A-shares and 3,499,533 B-shares. Each A-share carries one vote and each B-share 1/10(th) of a vote. The total number of votes are 1,069,953.3. Other information The Board's proposals and resolution according to Item 7 A-D as well as documents according to Chapter 20 § 14 and Chapter 13 § 6 of the Swedish Companies Act will not later than 17 March 2010 be available to the shareholders of the company at the head office of the company, Marieholmsgatan 36, Göteborg, Sweden phone +46 31 17 29 45 and on the website of the Company www.geveko.se <http://www.geveko.se/>. A copy of the proposals, the decision and the documentation will be sent without charge upon the request from a shareholder stating his or her address. Extraordinary General Meeting programme 9.00 a.m. Doors open 10.00 a.m. EGM opens Göteborg, Sweden, February 2010 AB GEVEKO (publ) Board [HUG#1388633]
NOTICE OF EXTRAORDINARY GENERAL MEETING OF AB GEVEKO
| Source: Geveko, AB
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