The shareholders of
NOTICE ETC.
Shareholders who wish to attend the Extraordinary General Meeting shall:
· be entered in the share register maintained by
· give notice of their attendance no later than Monday
Shareholders shall in their notice to attend state name, personal identification number or company registration number, address, phone number and advisors, if applicable. Shareholders whose shares are registered in the names of nominees must temporarily re-register such shares in their own name in order to be entitled to attend the Extraordinary General Meeting. Since the record date falls on Saturday
PROPOSED AGENDA
1. Opening of the Extraordinary General Meeting.
2. Election of Chairman of the Extraordinary General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to check and verify the minutes.
6. Determination of whether the Extraordinary General Meeting has been duly convened.
7. Resolution on approval of warrant program 2020/2023 in the subsidiary
8. Resolution on approval of a transfers of shares in the subsidiary
9. Resolution regarding amendment of the Articles of Association.
10. Closing of the Extraordinary General Meeting.
RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS
Background to the proposed resolutions
In
To enable rapid growth, QFS plans to carry out a share issue in connection with the listing. As a part of the preparations for the listing of the shares in QFS, the
In the light of the planned distribution of ownership in relation to the shares in QFS, and in order to adapt the company name of
Resolutions according to items 7-9 on the agenda shall be conditional upon the shares in QFS being admitted to trading on Nasdaq Stockholm during the first half of 2020.
Resolution on approval of a warrant program 2020/2023 in the subsidiary
Background and purpose
On
The maximum dilutive effect of the Warrant Program in QFS is 3.81 percent of QFS' share capital (based on the number of shares in QFS immediately following the QFS shares having been admitted to trading on Nasdaq Stockholm and including the offering of shares carried out in connection therewith).
The purpose of the Warrant Program in QFS, and the reason for deviating from the shareholders' preferential rights, is to strengthen the link between the work of the executive management team and key employees and created shareholder value. By that means, it is considered that there will be an increased alignment of interests between the participants and the shareholders in QFS.
Main terms and conditions for the Warrant Program in QFS
The main terms and conditions for the Warrant Program in QFS are as follows:
· A maximum of 884,889 warrants may be transferred to 24 participants in total, including the CEO and other executive management as well as key employees in QFS.
· Subject to the Warrant Cap (as defined below), each warrant entitles to subscription of one (1) share in QFS.
· The subscription price for new shares in QFS shall be 130 percent of the final offering price which will be determined in connection with QFS' shares being offered to the public and admitted to trading on Nasdaq Stockholm during the first half of 2020 (the "Offering Price"), however it shall not be lower than the quota value of the share.
· The warrants may be used to subscribe for new shares in QFS during the first half of 2023 during the two weeks immediately following the QFS year-end report for the period January-
· If QFS' average share price, calculated in accordance with the complete terms and conditions for the warrants, exceeds 210 percent of the Offering Price in connection with the subscription of shares by use of the warrants, a recalculated lower number of shares to which each warrant entitles shall apply (the "Warrant Cap").
The warrants shall be transferred to the participants in the Warrant Program in QFS at a price corresponding to the warrant's market value calculated using the Black & Scholes formula based on, inter alia, the Offering Price. The transfer of warrants to the participant is conditional upon the participant having entered into an agreement regarding repurchases etc. pursuant to which QFS or a purchaser designated by QFS has the right to repurchase the warrants at market value if the participant ceases to be employed by QFS or if the participant wishes to transfer the warrants to a third party.
The so called Leo-rules in Ch 16 of the Companies Act (2005:551) are applicable to the transfer of warrants to the participants in the Warrant Program in QFS, and the transfer of warrants must therefore be approved by the general meeting in
Resolution on approval of a transfer of shares in the subsidiary
The Board wants to encourage employees in QFS to build a personal shareholding in QFS already in connection with the planned listing. In addition to employees in QFS having the opportunity to participate in a possible offering to the public at the same terms as anyone else in connection with the planned listing, the Board proposes that a transfer of shares in QFS held by
In view of the above description, the Board proposes that the Extraordinary General Meeting resolves to approve that a transfer of QFS' shares held by
The so called Leo-rules in Ch 16 of the Companies Act (2005:551) are applicable to such transfers, due to the preferential allotment, and the transfers must therefore be approved by the general meeting in
Resolution regarding amendment of the Articles of Association (item 9)
The Board proposes that the Extraordinary General Meeting resolves to amend the Articles of Association. The proposed amendments pertain to the company name and the object of its business:
Current Proposed wording
wording
§ 1
The Company's The Company's name is
name is
(publ).
§ 3,
second
paragraph
The object of The object of the Company's business shall be to
the Company's own and manage real property and movables,
business shall primarily through investments in businesses within
be to own and the areas internet, online, e-commerce and
manage real retailing primarily with consumer brands and
property and products. Furthermore, the object of the Company's
movables, business shall be to conduct business operations
primarily compatible with the above mentioned businesses.
through
investments in
businesses
within the
areas
internet,
online, e
-commerce and
retailing
primarily with
consumer
brands and
products as
well as
financing
operations,
with necessary
licenses or
authorisations
from
authorities
where
relevant.
Furthermore,
the object of
the Company's
business shall
be to conduct
business
operations
compatible
with the above
mentioned
businesses.
Up until the new Articles of Association has been registered by the Swedish Companies Registration Office, the company will use its current company name
MISCELLANEOUS
Shares and votes
There are a total number of 154,994,779 shares in the company, whereof 149,774,779 ordinary shares and 5,220,000 Class C shares, corresponding to a total of 154,994,779 votes. The company currently holds 5,220,000 of its own Class C shares corresponding to 5,220,000 votes which cannot be represented at the Extraordinary General Meeting.
Special majority requirements and conditions with respect to the proposed resolutions in items 7-9
The resolutions to approve the Board of Directors' proposals under items 7 and 8 are valid if supported by shareholders holding not less than nine-tenths of the votes cast and the shares represented at the Extraordinary General Meeting.
The resolution under item 9 is valid only if supported by shareholders holding not less than two thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
The resolutions in items 7-9 of the agenda shall be conditional upon the shares in QFS being admitted to trading on Nasdaq Stockholm during the first half of 2020.
Authorisation
The Board, or the person that the Board will appoint, shall be authorised to make the minor adjustments in the Extraordinary General Meeting's resolutions as may be required in connection with registration with the Swedish Companies Registration Office,
Documentation
The resolution of the extraordinary general meeting in QFS regarding the Warrant Program in QFS and the terms and conditions for the warrants, and the proposed new wording of the Articles of Association, will be made available to the shareholders no later than
The documentation can be ordered by telephone at +46 (0) 771-246 400 or in writing at the address
Shareholders' right to request information
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda.
Processing of personal data
For information regarding the processing of your personal data, please see the privacy notice available at
The board of directors
_____________
Other information
Schedule for the: Extraordinary General Meeting
The doors open for shareholders at
The Extraordinary General Meeting commences at
_____________
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