Shareholders in AB GEVEKO (publ) (Reg.no. 556024-6844) are hereby summoned to an extraordinary general meeting to be held on Monday 27 July 2015 at 3.00 pm at Advokatfirman Vinge, Nordstadstorget 6, Göteborg, Sweden. The extraordinary general meeting will be open for registration from 2.30 pm.

NOTIFICATION

Shareholders who wish to attend the general meeting must be recorded in the share register held by Euroclear Sweden AB as of 21 July 2015, and must also notify the Company of their intention to attend the general meeting no later than 21 July 2015. The notification must be made in writing to 'Extraordinary General Meeting', AB Geveko, Box 2137, 403 13Göteborg, or by e-mail info@geveko.se. The notification must state the shareholder's name (company), personal identification number (corporate registration number), address, telephone number and the names of the assistants they wish to invite, if any (maximum two), and, if applicable, information about any proxies.

PROXY

Shareholders represented by proxy must submit a dated power of attorney to be enclosed with the notice of participation. A proxy form is available at the company's website, www.geveko.se

If the power of attorney is executed by a juridical person, a certified copy of the said person's certificate of registration or equivalent should be attached. The power of attorney and certificate of registration may not be older than one year, unless a longer period of validity is stated in the power of attorney, which may not be more than five years. Certificate of Registration may not be issued earlier than one year before the general meeting.

Originals of proxy forms and certificates of registration, if any, should reach AB Geveko on Tuesday 21 July 2015 at the latest.

TRUSTEE-REGISTERED SHARES

Shareholders with shares registered in the name of a trustee must, in order to be entitled to take part in the general meeting temporarily register their share in their own names. Such temporary registration must be effected at Euroclear Sweden AB by 21 July 2015. Share-holders are advised to notify their trustees well before this date to ensure registration.

PROPOSED AGENDA

1. Opening of the meeting
2. Appointment of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes together with the chairman
6. Determination of whether the meeting has been duly convened
7.
a) Resolution regarding adoption of new articles of association
b) Resolution regarding reduction of share capital
c) Resolution regarding adoption of new articles of association
d) Resolution regarding approval of the Board's decision to issue new shares
8. Closing of the meeting

MATTERS TO BE DECIDED

The proposals under item 7 are interdependent and require all proposals to be approved by the meeting.

Item 7 a) - Adoption of new articles of association

In order to enable the reduction of the share capital under item 7 b), the Board proposes that the meeting resolves to adopt a new articles of association, whereby the company's share capital shall be not less than 15 000 000SEK (now 105 000 000SEK) and not more than 60 000 000SEK (now 420 000 000SEK).

Item 7 b) - Reduction of share capital

The issue of new shares under item 7 d) requires the share capital to be reduced to such an extent that the quota value does not fall below the subscription price in the share issue. The Board proposes that the meeting resolves to reduce the share capital to 16,878,132SEK (decrease of 185 659 452SEK). The reduction shall be made for the purposes of covering losses and the transfer of restricted equity to unrestricted equity and shall be made without withdrawal of shares. Following the reduction, the quota value will be 1 SEK.

Item 7 c) - Adoption of new articles of association

In order to enable the issue of new shares under item 7 d), and in order for some of the company's main shareholders to fulfill their commitments towards Pigmentum AB to convert shares of series A into shares of series B, the Board proposes that the meeting resolves to amend the articles of association as follows;

  • the share capital shall be not less than 200 000 000SEK and not more than 800 000 000SEK;
  • the number of shares shall be not less than 200 000 000(now 8 750 000) and not more than 800 000 000(now 35 000 000); and
  • add a share conversion clause whereby shares of series A can be converted into shares of series B

Item 7 d) - Resolution regarding approval of the Board's decision to issue new shares

The Board proposes that the meeting resolves to approve the Board's decision, dated 20 June 2015, to issue new shares as follows.

The Board has, subject to the meeting's approval and the decision on reduction of the share capital and the necessary amendments made in the articles of association, resolved on a directed share issue of 194 174 757shares of class B, corresponding to an increase of the share capital with 194 174 757SEK. The following terms and conditions shall apply.

1. The right to subscribe for the new shares shall only vest in Fundamentet 2772 unä till Via Pigmentum AB, a company owned by Solix Group AB.
2. Payment of 1,03SEK shall be made per subscribed share.
3. Subscription shall be made on a subscription list no later than on 23 June 2015.
4. Payment for the subscribed shares shall be made in cash no later than on 27 July 2015.
5. The Board shall be entitled to extend the subscription period.
6. The subscribed shares shall be entitled to dividends from the record date for dividends occurring after the subscription been executed.
7. This resolution requires amendments in the articles of association and a reduction of the share capital.
8. The Board, or any person authorized by the Board, is authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

For the deviation from the shareholders primary pre-emption rights, the Board invokes the following reasons. It is noted that the company, for a longer period of time, has had financial difficulties and the Board has regularly examined the conditions to insure long-term strengthening of the equity capital with 150-200 million SEK and thus secure the company's financial position, i.e. by carry out a rights issue. Under the current circumstances, and taking into account the need for capital, the Board consider that it has examined all reasonable opportunities to carry out a successful rights issue. A rights issue would need to be guaranteed and the chances of bringing together a guarantee consortium are considered very limited. If it would be possible the cost for an issue guarantee would be substantial. In relation to above, a resolution to issue new shares, with deviation from the shareholders' pre-emption rights, to Via Pigmentum AB has been considered the best option for the company and the shareholders.

In relation to the subscription price, the Board has made the following considerations. The company's share trades currently on NASDAQ Stockholm to approximately 2,50SEK per share. It is the Board's view that the company's indebtedness, lack of probability and negative equity (minus 7,50SEK per share), factors which indicating that the actual value is below market price, shall be taken into consideration when assessing the value of the company. Additional factors affecting the share value negatively are the significant volatility of the share, the lack of liquidity and the negative impact on the market value that an investment of a major shareholding typically has.

AVAILABLE DOCUMENTS

The Board's complete proposal for resolution regarding item 7 will be made available for no later than three weeks before the meeting on the company's website and will be sent by post to shareholders upon their request.

MAJORITY REQUIREMENTS

For a decision relating to point 7 to be valid requires the decision must be supported by shareholders holding at least two-thirds of the votes cast and shares represented at the meeting.

INFORMATION TO THE SHAREHOLDERS

The Board of Directors and the CEO must, if a shareholder so requests and the Board of Directors considers it possible without significant detriment to the company, provide information concerning, firstly, conditions that could influence the assessment of an item on the agenda, secondly, conditions that could influence assessments of the financial condition of the company or subsidiaries and, thirdly, the company's relationship to other Group companies.

SHARE AND VOTING RIGHTS

As of 24 June 2015, the total number of shares in issue are 16,878,132, of which 2,880,000are Series 'A' shares and 13,998,132are Series 'B' shares. The total number of votes are 4 279 813. Each Series 'A' share carry one vote and each 'B' share 1/10th of a vote. Currently the Company holds no own shares.
Göteborg, Sweden, June 2015

AB GEVEKO (publ)
Board of Directors

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