The shareholders of Frisq Holding AB (publ), reg. no. 556959-2867, (the "Company"), are hereby convened to the extra general meeting to be held on Tuesday 8 February 2022, at 15.00 CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm. The general meeting is scheduled to take place immediately after a first extra general meeting to which a separate notice has been sent out previously.
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
i. on the record date, which is Monday 31 January 2022, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the company of their participation and any assistants (no more than two) in the extra general meeting no later than Tuesday 1 February 2022. The notification shall be in writing to Frisq Holding AB (publ), Att: Thomas Edlund, Lästmakargatan 20, 111 44 or via e-mail: firstname.lastname@example.org. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
The notice of participation shall state that the participation is intended on the second extra general meeting of the day.
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than Monday 31 January 2022 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Wednesday 2 February 2022 will be considered in preparations of the share register.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on 1 February 2022. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. A proxy form will be available on the Company's website, www.frisqholding.se, and will also be sent to shareholders who so request and inform the Company of their postal address.
1. Opening of the meeting and election of the chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one person to approve the minutes
4. Determination as to of whether the meeting has been duly convened
5. Approval of the agenda for the meeting
6. Resolution regarding the sale of all shares in the subsidiaries
7. Closing of the meeting
Proposals for resolutions:
Item 1: Opening of the meeting and election of the chairman of the general meeting
The board of directors proposes that Carl Svernlöv, Attorney at law, at Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.
Item 6: Resolution regarding the sale of all shares in the subsidiaries
As stated in the published information the Company has received a bid for the Company's operative subsidiary Frisq AB, Frisq UK LTD and Frisq USA Holding Inc (together the "Subsidiaries") for a total of approximately SEK 106 million. The non-binding offer has been submitted by Kerdos Capital Ventures Ltd.
The parties are now conducting a legal due diligence and the purchase agreement is expected to be ready before the Extraordinary General Meeting. More information will be made available to shareholders as soon as an agreement on the terms of the transaction has been reached.
The board of directors proposes that the extra meeting resolves on the sale of all shares in the Subsidiaries on arms' lengths conditions that are presented on the extra general meeting.
A resolution in accordance with item 6 is valid where supported by at least half of the votes cast.
Number of shares and votes
The total number of shares and votes in the Company as of the date hereof amounts to 47,954,773. The Company holds no shares of its own.
Proxy form and the complete proposals and the proposed articles of association will be available at the Company and at the Company's website at least two weeks in advance of the extra general meeting. All such information according to the above may be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
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Stockholm in January 2022
Frisq Holding AB (publ)
The board of directors