The shareholders in
Right to participate
The Board of Directors has decided not to enable shareholders to participate in person or by proxy nor third parties at the Extraordinary General Meeting. The Board has decided that shareholders shall exercise their voting right at the general meeting by postal voting in accordance with the provisions of the Company's articles of association.
Shareholders who are registered in the share register kept by
Postal voting
For postal voting, a special form shall be used. The form is available on the Company's website, www.thunderfulgroup.com and is sent to shareholders who so request via per.alnefelt@thunderfulgroup.com or by post to
The completed postal voting form must be received by the Company no later than
The postal voting form provides shareholders with the opportunity to vote in favour of an item on the agenda being postponed to a continued general meeting. For a resolution to be postponed to a continued general meeting, shareholders holding at least one tenth of all shares in the Company must make such request. If so, the Board of Directors shall determine the date of the continued meeting, at which shareholders shall be allowed to participate in person and by proxy.
Complete instructions for postal voting are found in the postal voting form.
Nominee-registered shares
To be entitled to vote at the Extraordinary General Meeting, shareholders who have had their shares registered with a nominee must temporarily re-register the shares in their own name. Shareholders who wish to re-register their voting rights must notify its trustee well in advance before
Proxy etc.
If a shareholder votes by post through a proxy, a written and dated power of attorney signed by the shareholder must be attached to the postal voting form. Power of attorney forms are available on the Company's website www.thunderfulgroup.com and are sent by post to shareholders who contact the Company and state their address. The power of attorney may not be older than one year, unless a longer period of validity (but not more than five years) has been stated in the power of attorney. If the power of attorney is issued by a legal entity, a current certificate of registration or equivalent document for the legal entity must be attached to the form.
About the meeting
The general meeting will be held on the above-mentioned date at the Company's premises in
Proposed agenda
- Opening of the meeting.
- Election of chairman at the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Examination of whether the meeting has been duly convened.
- Resolution on the execution of the related party transaction in accordance with Chapter 16a of the Swedish Companies Act.
- Resolution on the transfer of all shares in
Headup GmbH in accordance with Chapter 16 of the Swedish Companies Act. - Closing of the meeting.
Proposed decision
Item 2: The Board of Directors proposes to elect
Item 3: The voting list that is proposed to be approved is the voting list prepared by the Company based on the share register and received postal votes, verified by the person verifying the minutes.
Item 5: The Board of Directors proposes that Martin Walfisz and Per Alnefelt, or in case one or both of them are prevented from doing so, the person(s) designated by the Board, are appointed to verify the minutes of the meeting. The assignment of the persons verifying the minutes also includes verifying the voting list.
Item 7: The Board of Directors proposes that the general meeting resolves that the Company shall carry out a significant related party transaction, subject to Chapter 16a of the Swedish Companies Act, on the following terms and conditions.
The Board of Directors proposes that the general meeting resolves to approve a significant related party transaction between
The shares in the Purchaser are owned by
The purchase price for the business under the agreement between
In connection with its proposal under this item 7, the Board has prepared a reasoned statement on the transaction. The statement is presented in appendix 7a. As a support for its opinion to propose the transaction to the general meeting of the Company, the Board of Directors has requested a valuation assessment. The Board of Directors of
Shares held by the related party shall not be considered in the Extraordinary General Meeting’s resolution to approve the related party transaction, nor shall shares held by another company in the same group as the related party.
Item 8: The Board of Directors proposes that the general meeting resolves to transfer all shares in the Company’s subsidiary
The Board of Directors proposes that the general meeting resolves to approve the transfer of all shares in
The reason for the Board's proposal to transfer the shares in Headup to the Purchaser is that the Company has evaluated a potential divestment of Headup, as the Company is implementing a new strategy focusing on publishing fewer and larger titles through
The Company and the Purchaser have entered into an agreement regarding the transfer of all shares in Headup to the Purchaser. The purchase price for the shares in Headup amounts to
The transfer of the shares in Headup to the Purchaser is conditioned by (i) the shareholders' approval at a general meeting with the required majority, (ii) the transfer of Headup's subsidiary,
Number of shares and votes
At the time of issuing this notice, the total number of shares in the Company amounts to 70,290,597.
Majority requirements
A valid resolution under item 7 requires that the proposal is supported by shareholders representing more than half of the votes cast at the meeting. A valid resolution under item 8 requires that the proposal is supported by at least nine tenths of both the votes cast and the shares represented at the meeting.
Meeting documents
The most recent adopted annual report and auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements and the Boards complete proposals together with related documents will be available on the Company’s website www.thunderfulgroup.com, no later than
All of the documents above will be sent free of charge to the shareholders who request them from the Company and state their address and will be available on the website.
Right of question
Shareholders are informed of their right pursuant to Chapter 7, Section 32 of the Swedish Companies Act (2005: 551) to request information from the Board of Directors and the CEO at the general meeting regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the Company's and the Group's financial situation.
Shareholders who wish to exercise their right to ask questions shall submit a written request for information pursuant to Chapter 7, Section 32 of the Swedish Companies Act (2005:551) to the Company no later than ten days before the general meeting. The Board of Directors and the CEO shall provide the information by making it available to the shareholders in written form at the Company no later than five days before the general meeting. The information shall also be sent within the same period to the shareholder who has requested it. The Company will also make the information available to the shareholders on the Company's website, www.thunderfulgroup.com.
Processing of personal data
For information on how your personal data is processed, please see: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
© Modular Finance, source