Group 
Notice to attend Elanders’ Extraordinary General Meeting
Press release from Elanders AB (publ) 2016-09-01
Shareholders in Elanders AB (publ) are hereby invited to attend the Extraordinary General Meeting on Friday 23 September 2016 at 10 a.m. at Elanders´ premises, Designvägen 2, Mölnlycke, Sweden.
RIGHT TO PARTICIPATE
Shareholders who wish to attend the Extraordinary General Meeting must be recorded in the share register maintained by Euroclear Sweden AB on Saturday 17 September 2016 (since the record date occurs on a Saturday shareholders must however be recorded in the share register on Friday 16 September 2016) and notify their intention to participate no later than on Monday 19 September 2016.
Shareholders whose shares are registered with a nominee must re-register the shares in their own name with Euroclear Sweden AB in order to be entitled to attend the Meeting. Such registration, which can be temporary, is requested with the nominee and must be duly effected on Friday 16 September 2016. This means that shareholders must advise their nominee well in advance of this day.
There are a total of 26,518,314 shares in Elanders, representing 38,768,304 votes. Of these shares 1,361,110 are class A-shares with ten votes per share and 25,157,204 are class B-shares with one vote per share. The company does not hold any treasury shares.
NOTIFICATION
Notification of participation can be made via the company’s website www.elanders.com, by e-mail to Ym9sYWdzc3RhbW1hQGVsYW5kZXJzLmNvbQ==, in writing to Elanders AB (publ), Bolagsstämman, P.O. Box 137, SE-435 23 Mölnlycke, Sweden or by telephone +46 31 750 07 21. The notification shall set forth name, social security number or company registration number, address and telephone number, number of shares and, where applicable, the number of advisors (maximum two) that will accompany the shareholder at the Meeting.
Shareholder represented by a 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 a corresponding document which indicates the authorized signatories of the legal entity must be enclosed. The original power of attorney, and any registration certificate or the equivalent, should be sent to the company well in advance of the Meeting at the address above. Proxy forms are available at www.elanders.com and can also be ordered from the company at the address set forth above.
PROPOSED AGENDA
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to approve the minutes
- Determination of whether the Meeting has been duly convened
- The Board’s proposal on rights issue
- Closure of the Meeting
RIGHTS ISSUE (ITEM 7)
In June 2016 Elanders signed a contract for the acquisition of all the shares in the German supply chain management company LGI Logistics Group International GmbH. The purchase price amounts to approximately EUR 257 million on a debt free basis and is intended, as previously announced, to be partly financed through a new issue of shares with pre-emptive rights for the shareholders.
Accordingly, the Board proposes that the Meeting resolves to increase the company’s share capital through an issue of not more than 8,839,437 new shares, of which not more than 453,703 class A shares and not more than 8,385,734 class B shares. The shareholders shall be entitled to subscribe for the new shares with pre-emptive rights, whereby three class A or B shares, respectively, shall entitle to subscription for one new class A or B share, respectively (primary pre-emptive right). Shares not subscribed for with primary pre-emptive rights shall be offered to all shareholders for subscription (secondary pre-emptive right). Thereafter, allocation shall be made to other persons that have subscribed for shares. Any remaining shares shall be allocated to the guarantor Carl Bennet AB. Carl Bennet AB has also undertaken to subscribe for its pre-emptive part of the rights issue. Accordingly, the rights issue is guaranteed in its entirety by Carl Bennet AB.
The subscription price in the rights issue shall be SEK 80 per share. The record date for the right to participate in the rights issue shall be 30 September 2016. Subscription for the new shares shall be made during the period 3 – 17 October 2016. The last day for trading in the Elanders share including the right to participate in the rights issue is 28 September 2016.
The Board’s proposal entails an increase of the company’s share capital of not more than SEK 88,394,370. For further details and information on the background to and reasons for the rights issue, please refer to Elanders’ press release on 1 September 2016.
DOCUMENTS
The Board’s complete proposal will be held available at the company’s offices and its website at least three weeks before the Meeting. Copies of these documents will be sent to shareholders who request it and provide their postal address. Copies will also be distributed at the Meeting.
The shareholders are reminded of their right to demand information according to Chapter 7 Section 32 of the Swedish Companies Act.
PROGRAM FOR SHAREHOLDERS
9:30 a.m. Registration opens
10:00 a.m. The Extraordinary General Meeting begins
Please note that parking possibilities are limited in the area.
Mölnlycke, 31 August 2016
The board of directors
Elanders AB (publ)
