The shareholders of NAXS AB (publ) (the “Company” or “NAXS”) are hereby invited to the extraordinary general meeting (the “Meeting”) on Thursday 30 August 2018 at 15.00 (CEST) at the premises of Advokatfirman Vinge on Smålandsgatan 20 in Stockholm.
RIGHT TO ATTEND THE MEETING
Shareholders that wish to attend the Meeting,
shall and shall
be registered in the share register maintained by Euroclear Sweden AB as of Friday
24 August 2018;
have notified the Company of their intention to attend the Meeting and of any representative/proxy/advisor who will represent/accompany the shareholder to the Meeting no later than on Friday 24 August 2018. The notification shall be sent in writing to NAXS AB (publ), Attn: Lennart Svantesson, Grev Turegatan 10, 1st floor, SE-114 46 Stockholm, Sweden or by e-mail (email@example.com). Notification shall include the shareholder’s name, personal identification number/corporate registration number (or similar), address and daytime telephone number, as well as, if applicable, details of representatives, proxies and advisors. A maximum of two advisors may attend. To facilitate registration at the Meeting, the notification, if applicable, should include a signed power of attorney, registration certificate and other documents proving identity.
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The power of attorney is valid for a period of one year from its issuance; however the power of attorney may be valid for up to five years from its issuance if explicitly stated. The original power of attorney and certificate of registration should be submitted to the Company by post at the address above in due time prior to the Meeting. A proxy form is available on the Company’s website (www.naxs.com) and will be sent to shareholders who request the form.
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB. Such registration must be duly effected in the share register maintained by Euroclear Sweden AB on Friday 24 August 2018, and the shareholders must therefore advise their nominees well in advance of this date.
RIGHT TO REQUEST INFORMATION
The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
NUMBER OF SHARES AND VOTES
As of the date of this notice there are in total 13,574,770 shares and votes in the Company. The Company holds 1,355,340 own shares as of the date of this notice.
Opening of the Meeting
Election of the chairman of the Meeting
Preparation and approval of the voting list
Presentation and approval of the agenda
Election of two persons to verify the minutes together with the chairman of the
Determination as to whether the Meeting has been duly convened
The proposal from the board to resolve to reduce the share capital by way of
cancellation of shares and resolve on a bonus issue
Closing of the Meeting
Proposals of the board
Item 7: Proposal to resolve to reduce the share capital and resolve on a bonus
The board proposes that the Meeting resolves to reduce the share capital and resolves on a bonus issue in accordance with item (a) - (b) below. The resolutions are contingent of each other and are therefore proposed to be adopted as one resolution.
(a) Reduction of the share capital by way of cancellation of shares
The board proposes that the Meeting resolves to reduce the Company’s share capital with SEK 74,881.94 for allocation to unrestricted equity. The reduction shall be made by cancellation of acquired own shares that are held by the Company on the day of the notice to the extraordinary general meeting.
(b) Bonus issue without the issuance of new shares
The board proposes that the Company’s share capital shall be increased with SEK 74,881.94 with the amount being transferred from unrestricted equity as set out the most recently adopted balance sheet. The bonus issue shall be carried out without the issuance of new shares.
A resolution in accordance with the board’s proposal shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the Meeting.
The annual report and the auditor’s report, the complete proposal from the board according to item 7 and the auditor’s and the board of directors’ statements according to the Swedish Companies Act will be held available at the Company’s office on Grev Turegatan 10, 1st floor, Stockholm, Sweden, and will be sent to shareholders who so request and who inform the Company of their postal address. The documents will also be held available on the Company’s website www.naxs.com. All documents above will also be presented at the Meeting._________________________
Stockholm, August 2018 The board of NAXS AB (publ)
Lennart Svantesson, CEO
Telephone: +46 73 311 00 11