Right to participate in the general meeting etc.
Shareholders who wish to participate in the meeting must i ) be entered in the share register maintained by Euroclear Sweden AB on Wednesday, February 14, 2018, and ii) notify the Company of their participation and, where applicable, the number of advisors (maximum two) no later than Wednesday, February 14, 2018. Notification shall be made by letter to Bayn Europe AB (publ), Hornsgatan 79, 118 49 Stockholm, Sweden, or by e-mail to pw@bayn.se. The notification shall state the full name/company, personal/corporate identity number, shareholding, address and daytime telephone number and, where applicable, the name of the representative.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must temporarily register their shares in their own name in the share register maintained by Euroclear Sweden AB in order to be entitled to participate in the meeting. Such registration should be requested from the nominee well in advance of Wednesday, February 14, 2018, when such registration must be completed.
Ombudsmen
Shareholders represented by proxy shall issue a written, dated and signed power of attorney for each proxy. The original power of attorney must be brought to the meeting. Those representing legal entities must also bring a copy of the registration certificate or equivalent authorization documents showing the authorized signatories. Proxy forms can be obtained through the Company's website www.bayneurope.com and will be sent free of charge to shareholders who so request and provide their postal address or e-mail address.
Proposal for the agenda
1. opening of the meeting
2. Election of the Chairman of the General Meeting
3. drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Examination of whether the meeting has been duly convened
7. Decision on new articles of association
8. Resolution on the Board's proposal for authorization
9. Closure of the meeting
Decision on new articles of association (item 7)
In view of the Board's proposal for a resolution in item 8, the Board proposes that the Annual General Meeting resolves to amend § 4 and § 5 of the Articles of Association. The wording of § 4 is proposed to be changed from "The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000." to "The share capital shall be not less than SEK 2,000,000 and not more than SEK 8,000,000." The wording of § 5 is proposed to be changed from "The number of shares shall be not less than 4,000,000 and not more than 16,000,000." to "The number of shares shall be not less than 8,000,000 and not more than 32,000,000."
The Board of Directors, the Executive Director, or the person designated by the Board of Directors, shall be entitled to make such minor adjustments to the decision as may appear necessary in connection with registration.
A resolution in accordance with this proposal shall be valid only if it is supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Resolution on the Board's proposal for authorization (item 8)
The board of directors proposes that the general meeting resolves to authorize the board of directors, until the next annual general meeting, on one or more occasions, with or without deviation from the shareholders' preferential rights, to resolve on a new issue of shares and/or issue of convertibles and/or warrants in the Company. Payment may, in addition to cash, be made in kind, by set-off or otherwise with conditions. The Company's share capital may, by virtue of the authorization, be increased by a maximum amount of SEK 2,000,000. The purpose of the authorization is to be able to strengthen the company's financial position if necessary and to enable acquisitions. The issue price shall, in deviation from the shareholders' preferential rights and in case of payment in kind, be as close as possible to the market value of the share.
It is noted that this authorization replaces previously decided and registered authorizations valid within the same period.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to decide on such minor amendments to the resolutions of the General Meeting as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
A resolution under this paragraph 8 shall be valid only if it is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
Information on the number of shares and votes and on holdings of own shares
The total number of shares and votes in the Company at the date of this notice was 9,727,223. All shares have equal voting rights. The Company holds no own shares.
Other
Shareholders are reminded of their right under Chapter 7, Section 32 of the Swedish Companies Act to request the Board of Directors and the CEO to provide information at the Annual General Meeting on circumstances that may affect the assessment of an item on the agenda. Information shall be provided if it can be done without significant harm to the Company.
* * * * * *
Stockholm in January 2018
BAYN EUROPE AB (PUBL)
The Board of Directors
