The shareholders in Elanders AB (publ) are summoned to an extraordinary general
meeting on Monday 23 August 2010 at 1 p.m. at Elanders' premises, Designvägen
2, Mölnlycke, Sweden.
RIGHT TO PARTICIPATE
Those who have the right to participate at the extraordinary general meeting are
shareholders that are recorded in the register of shareholders held by Euroclear
Sweden AB on Tuesday 17 August 2010, and have notified their intent to
participate no later than on Tuesday 17 August 2010 at 1 p.m.
Shareholders who have nominee registered their shares must temporarily
re-register the shares in their own name with Euroclear Sweden AB to be entitled
to participate in the meeting. Such registration is carried out after having
requested it from the nominee and must be effected on Tuesday 17 August 2010.
This means that shareholders must notify their nominee of their request well in
advance of said date.
There are a total of 9,764,999 shares and 15,014,996 votes in Elanders. Of these
shares, 583,333 are class A shares with ten votes per share and 9,181,666 are
class B shares with one vote per share.
NOTIFICATION
Notification of participation can be made in writing to Elanders AB (publ), att:
"Extraordinary General Meeting", P.O. Box 137, SE-435 23 Mölnlycke, Sweden, by
telephone +46 31-750 00 00, by fax +46 31-750 07 25, by e-mail
bolagsstamma@elanders.com or on the company's website, www.elanders.com. The
notice shall include name, personal/corporate identity number, address and
telephone number, number of shares held and, if applicable, the number of
advisors (two at the most) that will accompany the shareholder at the meeting.
Shareholders represented by proxy shall issue a power of attorney for the proxy.
If the power of attorney is issued by a legal entity, a registration certificate
or corresponding document which indicates the authorised signatory shall be
appended. The original power of attorney and, where applicable, the registration
certificate or corresponding document should be submitted to the company at the
address indicated above well in advance of the meeting. The company provides
proxy forms on request.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda for the meeting
5. Election of two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. The board of directors' proposal regarding amendments to the articles of
association
8. The board of directors' proposal regarding rights issue
9. Closing of the meeting
AMENDMENTS TO THE ARTICLES OF ASSOCIATION (ITEM 7)
The board of directors proposes that the articles of association are amended so
that the limits for the share capital in § 3 of the articles of association are
increased from SEK 30-120 million to SEK 90-360 million and that the limits for
the number of shares in § 4 of the articles of association are increased from
3-12 million shares to 9-36 million shares. The amendments are required for the
purpose of the proposed rights issue under item 8.
RIGHTS ISSUE (ITEM 8)
The board of directors proposes that the general meeting resolves to increase
the company's share capital through issue of class A shares and class B shares.
The shareholders shall be entitled to subscribe for the new shares with
pre-emptive rights. Holders of class A shares shall have primary pre-emptive
rights to subscribe for new class A shares and holders of class B shares shall
have primary pre-emptive rights to subscribe for new class B shares. Shares not
subscribed for with primary pre-emptive rights shall be offered to all
shareholders for subscription (secondary pre-emptive right). If the shares thus
offered are not sufficient for the subscriptions made with secondary pre-emptive
rights, the shares shall be allocated between the subscribers pro rata to the
number of shares previously held and, to the extent such allocation cannot be
effected, by the drawing of lots. Thereafter, allocation shall be made to other
persons that have subscribed without pre-emptive rights, whereby - in the event
of over-subscription - allocation shall be made in relation to the number of
shares set forth in the respective subscription form and, to the extent such
allocation cannot be effected, by the drawing of lots. Any remaining shares
shall be allocated to the guarantor Carl Bennet AB.
No later than 20 August 2010, the board of directors shall determine the maximum
amount of the increase of the company's share capital, the maximum number of
shares to be issued and the amount to be paid for each new class B share. The
subscription price for the class A shares shall be the same as for the class B
shares. The record date for the right to participate in the rights issue shall
be 30 August 2010. Subscription for the new shares shall be made during the
period 6-20 September 2010.
For further details and information on the background to and reasons for the
rights issue, please refer to Elanders' press release on 15 July 2010.
DOCUMENTATION
Documentation relating to the proposed resolutions will be available at the
company and on its website, www.elanders.com, no later than two weeks prior to
the meeting. Copies of the documentation will be sent to the shareholders who so
request and specify their postal address. Copies will also be handed out at the
meeting.
Mölnlycke, July 2010
The board of directors of Elanders AB (publ)
[HUG#1431883]
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Regulatory press releases
2010