The shareholders of Bayn Europe AB (publ) (the"Company"), reg. no. 556794-4797, are hereby invited to an Extraordinary General Meeting on Tuesday, April 9, 2019, at 13:00 CET. The general meeting will be held at the Company's premises at Hornsgatan 79, Stockholm. Registration for the meeting will commence at 12:30.
REGISTRATION
Shareholders who wish to attend the meeting shall:
(i) be entered in the share register maintained by Euroclear Sweden AB on the record date, which is Wednesday, April 3, 2019, and
(ii) (ii) have notified the Company of their participation and any assistant no later than the same day, Wednesday, April 3, 2019, either in writing to Bayn Europe AB (publ), "Bolagsstämma", Hornsgatan 79, 118 49 Stockholm or by e-mail to emb@bayn.se.
The application must state the full name, personal or corporate identity number, address, daytime telephone number and, where applicable, the names of the representatives, agents and assistants. The number of assistants may not exceed two. In order to facilitate admission to the meeting, the notification should, where applicable, be accompanied by powers of attorney, registration certificates and other authorization documents.
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of and participation in the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council).
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, request to be temporarily entered in the share register maintained by Euroclear Sweden AB. The shareholder must inform the nominee well in advance of Wednesday, April 3, 2019, when such entry must be made.
OMBUD
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate must be attached or, if such document does not exist, the corresponding authorization document. Proxy forms for shareholders who wish to participate in the meeting by proxy are available on the Company's website www.bayneurope.com. The original proxy form must be presented at the meeting.
DRAFT AGENDA
- Opening of the meeting
- Election of the Chairman of the General Meeting.
- Establishment and approval of the voting list.
- Approval of the agenda.
- Election of one or two scrutineers.
- Examination of whether the meeting was duly convened
- Decision to amend the articles of association.
- Resolution on the issue and transfer of warrants.
- Closure of the meeting.
THE BOARD'S PROPOSAL FOR A DECISION
Item 7. Resolution to amend the articles of association.
In light of the Board's proposal for a resolution on the issue of warrants with preferential rights for existing shareholders in accordance with item 8 below, the Board proposes that the AGM resolves to amend § 4 and § 5 of the Articles of Association as follows:
- The wording of § 4 is amended from "The share capital shall be not less than SEK 2,000,000 and not more than SEK 8,000,000." to " The share capital shall be not less than SEK 3,000,000 and not more than SEK 12,000,000.
- The wording of § 5 is amended from "The number of shares shall be not less than 8 000 000 and not more than 32 000 000." to read "The number of shares shall be not less than 12 000 000 and not more than 48 000 000."
The Board of Directors, the Managing Director, or the person appointed by the Board of Directors, shall be entitled to make such minor adjustments to the resolution as may be required in connection with the registration thereof. A resolution in accordance with this proposal shall be valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the general meeting.
Item 8. Resolution on issue and transfer of warrants.
The board of directors proposes that the general meeting resolves on the issue of warrants as follows and that the general meeting resolves to approve the transfer of warrants.
A. Issue of warrants
The board of directors proposes that the general meeting resolves on a directed issue of not more than 5,054,994 warrants of series 2019, entitling to subscription of a total of 5,054,994 shares in the Company, whereby the share capital may increase by not more than SEK 1,112,098.68 upon exercise of all issued warrants of series 2019. The following conditions shall otherwise apply to the resolution:
Right to subscribe for warrants
The right to subscribe for warrants shall, with deviation from the shareholders' preferential rights, only be granted to the Company's wholly owned subsidiary Bayn Europe Financial AB, reg. no. 559131-8331 (the "Subsidiary"). Oversubscription is not possible. The Subsidiary shall donate warrants to shareholders in the Company in accordance with section B below.
The purpose of the issue of warrants to the Subsidiary is to be able to distribute warrants free of charge to the Company's shareholders. The reasons for the deviation from the shareholders' preferential rights are to be able to handle the transfer of the warrants free of charge to the shareholders in a practical way through the Subsidiary.
Subscription and payment
Subscription of warrants shall take place on a subscription list on the same day as the issue decision. The Board of Directors shall be entitled to extend the subscription period.
The warrants are issued free of charge.
Special conditions for warrants of series 2019
- One (1) warrant of series 2019 entitles the holder to subscribe for one (1) new share in the Company.
- The subscription price for new shares shall be SEK 1.10.
- Subscription of shares in the Company by virtue of warrants of series 2019 shall take place from June 13, 2019 up to and including June 18, 2019.
- The usual conversion conditions shall apply to the options.
Entitlement to dividends
The new shares issued after subscription by virtue of warrants of series 2019 shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.
B. Approval of transfer of warrants
The right to be allotted warrants from the Subsidiary shall be granted to those who on the record date, which will be determined after the warrants have been registered with the Swedish Companies Registration Office, are registered as shareholders in the Company pro rata in relation to the number of shares in the Company on the record date. The warrants shall be transferred free of charge and for every six (6) existing shares in the Company, one (1) warrant shall be distributed.
C. Other
The General Meeting instructs the Board of Directors of the Company to execute the resolution under item A above and to ensure that the Board of Directors of the Subsidiary implements the transfer of warrants under item B above.
Documents pursuant to Chapter 14. 8 of the Swedish Companies Act have been prepared and are available at the Company. Registration of the present resolution requires that the resolution is approved by shareholders representing at least two thirds (2/3) of the votes cast as well as the shares represented at the general meeting. The resolution requires an amendment to the articles of association. The resolution shall therefore be conditional upon the Extraordinary General Meeting resolving to amend the Articles of Association in accordance with item 7. The Board of Directors, the CEO or the person appointed by the Board of Directors shall be entitled to make such minor adjustments to the above resolutions as may be required in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
According to Chapter 7, Section 32 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the meeting on circumstances that may affect the assessment of an item on the agenda and the Company's relationship with another group company.
ACTIONS
The complete proposals for resolutions, the Board of Directors' resolution on the issue of warrants and the reports and statements in accordance with the Swedish Companies Act are available at the Company and on the Company's website, www.bayneurope.com, no later than three weeks prior to the meeting, and will be sent to shareholders who so request and provide their e-mail or postal address. All of the above documents will also be presented at the meeting.
_______________________
Stockholm in March 2019
Bayn Europe AB (publ)
The Board of Directors
