Aktieägarna i MediRätt AB, 556762-3391 ("Bolaget"), kallas härmed till extra bolagsstämma tisdagen den 18 december 2018 klockan 14.00 hos Priority på Skeppsbron 24, Stockholm
The shareholders of MediRätt AB, 556762-3391, (the "Company") are hereby invited to an Extraordinary General Meeting on Tuesday, 18 December 2018 at 14.00, at Priority, Skeppsbron 24, Stockholm, Sweden.
Right to participate and notification of attendance
Shareholders who wish to participate in the Meeting must, firstly, be included in the shareholders' register maintained by Euroclear Sweden AB as of Tuesday, 11 December, 2018, and, secondly, notify MediRätt AB in writing by post, Stockholmsvägen 33, 181 33 Lidingö, by e-mail, , or by telephone +46 8 765 66 33, no later than Tuesday, 11 December 2018. The notification shall state the shareholder's full name, personal identity or corporate registration number, shareholding of series A shares and series B shares, respectively, address and daytime telephone number, as well as, where applicable, information about any proxies, or assistants (not more than 2). When applicable, complete authorisation documents, such as certificates of registration or the equivalent, shall be appended to the notification.
Shareholders whose shares have been registered with a nominee must, through the bank or securities broker administering the shares, temporarily re-register their shares in their own names in order to be entitled to participate in the Meeting. Such re-registration, which usually will take a couple of days, must be completed with Euroclear Sweden AB not later than Tuesday 11 December 2018, entailing that the request for re-registration must be made to the nominee well in advance of this date.
Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a certificate of registration or corresponding document stating the right to sign for the legal entity shall be appended to the notification of attendance. The period of validity of the power of attorney and certificate may be a maximum of five years from the date of issuance. A copy of the power of attorney and, where applicable, the relevant certificate, should be sent by post to the Company at the address stated above well in advance of the Meeting, to facilitate the entry to the Meeting. The power of attorney in original, as well as the relevant certificate of registration, shall be presented at the Meeting. Proxy forms are available at www.mediratt.com, and will also be sent to shareholders who so request and inform the Company of their postal address
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the Meeting has been duly convened
- Proposal for resolution on set-off issue
- Proposal to appoint Chairman of the Board of Directors
- Closing of the Meeting
Item 1: Election of Chairman of the Meeting
The Board of Directors proposes that Anders Säfwenberg is elected Chairman of the Meeting.
Item 6: Proposal for resolution on set-off issue
The Board of Directors proposes that the Meeting resolves to carry out a private placement in respect of 712,457 series B shares, entailing an increase in the share capital of SEK 712,457. The resolution shall otherwise be governed by the following terms and conditions.
- The right to subscribe for the new shares shall vest in the creditors listed in the Board of Directors' report referred to in Chapter 13, section 7 of the Companies Act on set-off rights, dated 16 November 2018, published on the Company's website www.mediratt.com. The reason for not applying the shareholders' pre-emption rights is to settle existing debts in a time and cost efficient manner, while at the same time promoting a long term alignment of interests and loyalty among the Board of Directors and management without straining the Company's liquidity.
- For each share of series B subscribed for, SEK 6 shall be paid. The basis for the subscription price is the market value of the share. Payment shall be made by set-off of a claim in accordance with the Board of Directors' report.
- Subscription through payment for the newly-issued shares shall take place within three weeks of the date of the resolution to issue new shares.
- The board of directors shall be entitled to extend the subscription period.
- The new shares entitle the holder to a dividend as from the date on which the shares are entered in the share register.
- The Board of Directors or a person appointed by the Board of Directors is authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
The Board of Directors proposal for resolution on set-off issue of shares to members of the Board of Directors and the Chief Executive Officer of the Company requires that the resolution is supported by shareholders holding at least nine tenths of both the votes cast and the shares represented at the Meeting.
Item 7: Proposal to appoint Chairman of the Board of Directors
The Board of Directors proposes that the General Meeting resolves to amend the Board of Directors as follows.
The Board of Directors proposes that the General Meeting resolves to elect Björn Rosengren as chairman of the Board of Directors until the end of the Annual General Meeting in 2019. Further presentation will follow at the Meeting.
Number of shares and votes
As of the day of this notice the Company has a total of 600,000 series A shares, corresponding to 6,000,000 votes, and 13,938,586 series B shares, corresponding to 13,938,586 votes. The compiled number of votes in the Company corresponds to 19,938,586 votes. The Company holds no treasury shares.
Shareholders' right to request information
Shareholders are reminded of their right, at the Extraordinary General Meeting, to request information from the Board of Directors and the President pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
Proxy forms and complete proposals for resolutions
Proxy forms and copies of the annual accounts and the audit report will be available at the Company's address stated above and at the Company's website, www.mediratt.com, and sent to shareholders whom so require. The Board of Directors' and the relevant shareholders' complete proposals for resolutions as well as other required documents will be available at the Company and will be sent to shareholders who so request and inform the company of their postal address. Further information about all of the members proposed to comprise the Company's Board of Directors will be available at the Company's website, www.mediratt.com.
Lidingö in November 2018
The Board of Directors
The following documents can be retrieved from beQuoted
Mediratt Notice of Extraordinary General Meeting.pdf