The shareholders of LUXBRIGHT AB, reg. no. 556910-9837, (the "Company") are hereby invited to the extraordinary general meeting on Tuesday 24 March 2020, at 13:00 in the conference room on level 5 in the Company's premises at Arvid Wallgrens Backe 20 in Gothenburg, Sweden. Shareholders wishing to attend the extra general meeting must be recorded in the share register on the day of the general meeting and notify their and, if any, advisors participation to the Company by e-mail to [email protected] or by regular mail to the Company's address, no later than on 23 March 2020.
NOTICE OF EXTRAORDINARY GENERAL MEETING IN LUXBRIGHT AB
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
Proposals for resolution
Item 6: Resolution to amend the articles of association
The board of directors of the Company proposes that the extra general meeting resolves to amend the Company's articles of association in accordance with the following:
It is proposed that the § 1 in the articles of association is updated to reflect a minor legal terminological change. The articles of association, § 1, will thereby have the following wording:
"The name of the company is LUXBRIGHT AB. The company is a public company (publ)."
It is further proposed that the limits for the share capital in the articles of association are changed from a minimum of SEK 530,000 and a maximum of SEK 2,120,000 to a minimum of SEK 1,200,000 and a maximum of SEK 4,800,000. The articles of association, § 4, will thereby have the following wording:
"The share capital shall not be less than SEK 1,200,000 and not more than SEK 4,800,000."
It is proposed that the limits for the number of shares in the articles of association are changed from a minimum of 4,240,000 and a maximum of 16,960,000 to a minimum of 10,000,000 and a maximum of 40,000,000. The articles of association, § 5, will thereby have the following wording:
"The number of shares shall not be less than 10,000,000 and not more than 40,000,000."
It is also proposed to carry out certain technical adjustments of the clause regarding annual general meeting. The articles of association, § 9, will thereby have the following wording:
"The annual general meeting shall be held annually within six months after the end of the financial year. At the annual general meeting, the following matters shall be considered:
It is also proposed to carry out certain technical adjustments of the CSD clause in the articles of association. The articles of association, § 11, will thereby have the following wording:
"A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first § item 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551)."
The board of directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office.
Item 7: Resolution regarding authorization for the board to issue shares
The board of directors of the Company proposes that the extra general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, warrants and convertibles with or without preferential rights for the shareholders, within the limits of the articles of association, to be paid in cash, in kind and/or by way of set-off. The authorization is intended for the Board to be able to broaden the ownership circle, acquire or enable the acquisition of working capital, increase the liquidity of the share, carry out acquisitions or acquire or enable the acquisition of capital require for company acquisitions.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
A resolution in accordance with items 6 and 7 require support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
The complete proposals including the proposed articles of association, proxy forms and other documents that shall be made available in accordance with the Swedish Companies Act are available at the Company at c/o Arvid Wallgrens Backe 20, 413 46 Gothenburg at least two weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors according to Ch. 7 § 32 of the Swedish Companies Act.
Gothenburg in February 2020
The Board of Directors