NOTICE OF EXTRAORDINARY GENERAL MEETING IN LUXBRIGHT AB

​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 EGM 24-03-2020 Luxbright AB
File Size:	167 kb
File Type:	pdf

Download File

---

Proxy Form EGM 24-03-2020 Luxbright AB
File Size:	94 kb
File Type:	pdf

Download File

---

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:

1. be recorded in the share register on the day of the general meeting, which is Tuesday 24 March 2020; and
2. notify their and, if any, advisors (maximum 2) 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. Upon notification, the shareholder shall state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and counsels. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and should well before the meeting be sent to the Company as set out above.

Draft agenda

1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of voting list
3. Election of one person to verify the minutes
4. Determination of whether the meeting has been duly convened
5. Approval of proposed agenda
6. Resolution to amend the articles of association
7. Resolution regarding authorization for the board to issue shares
8. Closing of the meeting

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:

1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the proposed agenda.
4. Election of one or more persons to certify the minutes.
5. The issue of whether the meeting has been duly called.
6. Presentation of the annual report and auditor's report and, if any, the group annual report and the group auditor's report.
7. Resolution regarding
   1. Adoption of income statement and balance sheet and, if any, the group income statement and the group balance sheet.
   2. The profit or loss of the company in accordance with the adopted balance sheet.
   3. Discharge from liability for the directors and the managing director.
8. Determining the number of directors, if applicable, deputy directors and auditors.
9. Determining the fees for the board of directors and the auditor.
10. Election of board of directors, auditor, and, if applicable, deputy directors and any deputy auditor.
11. Any other matter which has been referred to the meeting according to the Companies Act or the articles of association."

 
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.

Majority requirements
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.

Further information
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
LUXBRIGHT AB
The Board of Directors