Stillfront Group AB: Notice of Extraordinary General Meeting June 22, 2016, Stillfront Group AB (publ)

NOTICE

of extraordinary general meeting in Stillfront Group AB (publ)

The shareholders of Stillfront Group AB (publ), reg. no. 556721-3078 (“Company”), are hereby convened to an extraordinary general meeting on Wednesday 22 June 2016 at 10.00am. The general meeting will be held at the offices of the law firm Advokatfirma DLA Piper Sweden KB at Kungsgatan 9 in Stockholm.

The right to participate at the general meeting etc.
All shareholders who wish to participate at the general meeting shall i) be registered in the share register kept by Euroclear Sweden AB no later than by Thursday 16 June 2016, as well as ii) notify the Company of their intention to participate at the general meeting no later than by Thursday 16 June 2016 by sending mail to Stillfront Group AB (publ), “General meeting”, Västra Trädgårdsgatan 15, 111 53 Stockholm or by e-mail to ir@stillfront.com.

To be entitled to participate at the general meeting, shareholders with nominee-registered shares through a bank or other nominee, must temporarily register their shares in their own name at Euroclear Sweden AB. Shareholders requesting such registration must notify their nominee well before Thursday 16 June 2016, when such registration shall have been executed.

Kindly state in the notification name, personal ID and/or registration number, number of shares held and, when applicable, number of advisors which may not exceed two.

Shareholders who are represented by proxy should submit a power of attorney concurrently with the notice. The power of attorney shall be in writing, dated and signed. The original power of attorney shall be brought to the general meeting. Power of attorney forms are available on the Company’s webpage www.stillfront.com and sent free of charge to those shareholders who so request and state their postal address or e-mail. Representatives of legal entities shall also enclose a copy of the registration certificate or equivalent document which indicates the persons authorized to represent the legal entity.

PROPOSED AGENDA

  1. Opening of the meeting

  2. Appointment of a chairman of the meeting

  3. Preparation and approval of the voting register

  4. Approval of agenda

  5. Election of one or two persons to attest the minutes

  6. Examination of whether the meeting has been duly convened

  7. Resolution on issue in kind in relation to the acquisition of shares in Bytro Labs GmbH

  8. Closing of the meeting

Proposals for resolutions

Appointment of a chairman of the meeting (item 2)
It is proposed that Peter Ihrfelt is appointed chairman of the general meeting.

Resolution on issue in kind with reference to the acquisition of shares in Bytro Labs GmbH (item 7)
The Company announced its intention to acquire the remaining 49 percent of the shares in the Company’s subsidiary Bytro Labs GmbH (“Bytro”) by way of a press release published on 9 May 2016.

In 2013, the Company entered into a share purchase agreement (“SPA”) with FKL Holding GmbH (“FKL”), Felix Faber, Tobas Kringe and Christopher Lörken regarding the Company’s acquisition of 51 per cent of the shares in Bytro. The SPA furthermore contains an undertaking by the Company to acquire the remaining 49 per cent of the shares in Bytro. According to the SPA, the consideration for the shares shall partly be paid in the form of cash and partly in the form of new issued shares in the Company, against payment in the form of shares in Bytro. Felix Faber, Tobas Kringe and Christopher Lörken own all shares in FKL and constitute the management of Bytro. The issue of the consideration shares consequently requires that the general meeting, with qualified majority, approves of the new share issue.

The board of directors therefore proposes that the general meeting resolves on an issue of shares against payment in kind in the form of shares in Bytro, on the following terms:

  • The Company’s share capital shall increase with SEK 392 506.80 by an issue of 560 724 shares.
     
  • A subscription price of SEK 28 per share shall be paid. The subscription price has been agreed by the Company and FKL in the SPA and entails a discount of 57.7 percent compared to the closing price for the Company’s share on Nasdaq First North on 20 May 2016. According to applicable accounting principles, the value at which the contributed shares in Bytro are reported in the Company’s balance sheet may change depending on the exchange rate and price of the Company’s share on the transaction date.
     
  • The right to subscribe for the new shares shall only be offered to FKL Holding GmbH, with the right and obligation to pay the subscribed shares by contribution of capital contributed in kind consisting of 12 250 shares in Bytro Labs GmbH.
     
  • The shares shall be subscribed for on a subscription list no later than five business days after the shareholders’ meeting.
     
  • Payment in kind by contribution of 12 250 shares in Bytro shall be made no later than five business days after the shareholders’ meeting. The board of directors shall be entitled to postpone the payment date.
     
  • The new shares shall be entitled to dividend as from the first record day for dividend after the newly issued shares have been registered with the Swedish Companies Registration Office and the shares have been registered in the share register at Euroclear Sweden AB.
     
  • The new share issue does not require amendments of the Company’s articles of association.
     
  • The dilution pursuant to the new share issue corresponds to approximately 10.07 percent. After the issue of shares FKL will hold approximately 17.74 percent of the shares in the Company.

The board of directors, or the person the board of directors assigns, shall be authorized to make any formal adjustments that may be required in connection with registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

The total amount of shares and votes in the Company at the time of issue of this notice was 5 006 583 shares. All shares carry equal voting rights. The Company does not hold any own shares.

Majority requirement
Resolutions pursuant to item 7 (Resolution on issue in kind with reference to the acquisition) shall be valid only where supported by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the general meeting.

Documents
Complete proposals and documentation according to Chapter 13 Sections 6-8 of the Companies Act will be available at the Company (address above) and on the Company’s webpage, www.stillfront.com, not less than two weeks before the general meeting. The aforementioned documents will be sent to those shareholders who so request and submit their postal address or e-mail.

Shareholders’ right to request information
Shareholders are reminded of their right to request that the board of directors and managing director provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda pursuant to chapter 7, section 32 of the Swedish Companies Act. Information must be provided if it can take place without significant harm to the Company.

* * * * * *

Stockholm in May 2016

The board of directors of Stillfront Group AB (publ)

För ytterligare information, kontakta/ For additional information, please contact:
Jörgen Larsson, VD/CEO, Stillfront
Tel: +46 70 321 18 00
E-post: jorgen@stillfront.com

Sten Wranne, CFO, Stillfront
Tel: +46 70 585 12 58
E-post: sten@stillfront.com

Nasdaq First North kortnamn: SF/ Nasdaq First North Ticker Symbol: SF
Certified Adviser: Avanza Bank, telefon/phone +46-8-4094 2120