In terms of article 35 of the Articles the Chairman of the Board of Directors shall preside as Chairman of the Meeting. Should the Chairman of the Board not be present within 15 minutes of the appointed time for the Meeting, the Chairman of the Meeting shall be elected by the directors present. Agenda Item 7; Election of New Director The Company proposes that Antonius Reiner Fromme be elected as a new member of the Board of Directors from the date of the Meeting until the end of the Company's 2022 Annual General Meeting. Further information regarding the new proposed director Name: Antonius Reiner Fromme Education and background: Mr. Fromme is a graduate business engineer from the University of Karlsruhe and has been employed with the freenet Group since 2009. Born in Paderborn (05/20/1974), he commenced his career in mobile communications in 2001 with debitel AG in Stuttgart, and can look back on many years of experience in the telecommunications sector. Current Assignments: Antonius Fromme has been the Chief Customer Experience Officer (CCE) of freenet AG since 1 June 2018. In his function as member of the Executive Board, he is responsible for the direct customer activities in the company's core business of mobile communications as well as all online and offline marketing activities. He is also responsible for digitalization of all customer interactions and transactions. Furthermore, he is in charge of the development of the digital lifestyle strategy and the digital lifestyle portfolio within the freenet Group. Year of birth: 1974 Nationality: German Direct or related person ownership in the Company: No. The proposed director is considered independent to the Company, the management of the Company and the Company's major shareholders. The new composition of the board of directors will therefore following the election fulfill the independency requirements stipulated in the Swedish Corporate Governance Code. Agenda item 8; Extraordinary resolution to increase and re-classify the Company's authorised share capital, including the creation of a new class of shares (and consequent amendment to article 5 of the Memorandum of Association) The Company's authorised share capital is currently set at EUR300,000,000 divided into 300,000,000 ordinary shares having a nominal value of EUR1 per share. To ensure that the Company maintains a sufficient amount of authorised share capital to allow it to raise the capital required to fund the further growth of its business (including through acquisitions), the Board proposes that the Company's authorised share capital be increased by EUR20,000,000 to EUR320,000,000. Additionally, in order to give the Company flexibility in the equity instruments which it can offer to investors, the Board is proposing that (a) that the Company's current authorised (and issued) ordinary shares be re- classified as Ordinary A Shares, retaining their current nominal value of one EUR1 each and (b) that the EUR20,000,000 increase in authorised share capital be allocated to a new class of Ordinary B Shares, divided into 200,000,000 Ordinary B Shares having a nominal value of EUR0.10 each; The Board further proposes that: (a) each Ordinary A Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have 10 votes; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; (b) each Ordinary B Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have 1 vote; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; and (c) save as otherwise provided above and as specifically set out in the Articles, all the shares in the Company shall rank pari passu in all respects including, inter alia, in respect of dividend distributions. The Board therefore proposes that the Meeting adopts the following Extraordinary Resolutions: (1) That article 5.1 of the Company's memorandum of association be deleted and replaced in its entirety by the following: "The authorised share capital of the Company is three hundred and twenty million Euro (EUR320,000,000) divided into: (a) three hundred million (300,000,000) Ordinary A Shares having a nominal value of one Euro (EUR1) each; and (b) Two hundred million (200,000,000) Ordinary B Shares having a nominal value of ten cents (EUR0.10) each" (2) That the Company's current ordinary shares be re-classified as Ordinary A Shares. (3) That article 5.3 of the Company's memorandum of association be deleted and replaced in its entirety by the following: "(a) Each Ordinary A Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have ten (10) votes; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; (b) Each Ordinary B Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have one (1) vote; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; and" (4) That article 5.4 of the Company's memorandum of association be deleted and replaced in its entirety by the following: "Save as otherwise provided above and as specifically set out in the Articles of Association of the Company, all the shares in the Company shall rank pari passu in all respects including, inter alia, in respect of dividend distributions." (5) That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the necessary amendments to the Company's memorandum and articles of association ("M&A") in order to reflect the above; and to sign the updated M&A on the Company's behalf and do all things necessary to register the updated M&A with the Malta Business Registry and all other relevant authorities. Agenda item 9; Extraordinary resolution to authorise the Board to issue shares and withdraw pre-emption rights (and consequent amendments to article 3 and article 4 of the Articles) Article 3 of the Articles provides that the Board may be authorised by an ordinary resolution of the Company in general meeting to issue any share and securities which are convertible into shares or which carry the right to subscribe for shares in the Company up to the limit of the authorised share capital of the Company. The Board is currently authorised, in respect of its currently authorised single class of ordinary shares, to issue shares and securities which are convertible into shares or which carry the right to subscribe for shares in the Company (pursuant to a resolution adopted at an Extraordinary General Meeting of the Company on 25 July 2019) until 25 July 2024. In order to simplify the board authorisation process, while ensuring that the Company can continue to issue shares of any class in a quick and expeditious manner until at least 2026, the Board proposes article 3 of the Articles be amended, such that the Board be authorised directly by the Articles to issue shares (as well as options which may be convertible into shares, and other rights and/or securities (by whatever name referred to) which may entitle the holder thereof to subscribe to shares in the Company), which authority shall be valid for 5 years and renewable by ordinary resolution. In connection with the aforementioned proposal, the Board further proposes that article 4 of the Articles be amended such that the Board is also authorised by the Articles to restrict and/or withdraw any and all pre- emption rights of the Company's shareholders for as long as the Board remains authorised to issue and allot shares (as well as options which may be convertible into such shares, or any other rights or securities by whatever name referred to which may entitle the holder thereof to subscribe to shares in the Company). The Board therefore proposes that the Meeting adopts the following Extraordinary Resolutions: (1) That article 3 of the Company's articles of association be deleted and replaced in its entirety by the following: "Subject to the provisions of article 85 of the Act, the Board of Directors is authorised to issue shares of any class, options which may be convertible into shares, and other rights and/or securities (by whatever name referred to) which may entitle the holder thereof to subscribe to shares in the Company, in each case up to the maximum value of the authorised share capital of the Company (in respect of each class) at such times and on such terms as they think proper. PROVIDED that the authority given under this Article shall be valid for five (5) years from 8 April 2021 and shall be renewable by ordinary resolution for further maximum periods of five (5) years each. This authority supersedes any previous authority granted by the shareholders under article 85 of the Act." (2) That article 4 of the Company's articles of association be deleted and replaced in its entirety by the following:
(MORE TO FOLLOW) Dow Jones Newswires
February 19, 2021 09:31 ET (14:31 GMT)