Right to attend and notification
Shareholders who wish to attend the extra general meeting must:
- on the record date, which is Monday 31 July 2023, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the Company of their participation and any assistants (no more than two) at the extra general meeting no later than Wednesday 2 August 2023. The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, P.O. Box 180, 101 23 Stockholm (state "Extra general meeting, Pricer"), or via e-mail to Melinda.Roos@bakermckenzie.com. The notification should state the full 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.
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 July 2023 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 August 2023 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 2 August 2023. 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.pricer.com, 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 chair of the meeting
2. Drawing up and approval of the voting list
3. Election of one or two persons to certify the minutes
4. Determination as to whether the meeting has been duly convened
5. Approval of the agenda
6. Resolution to amend the Company's articles of association
7. Resolution to approve the board of directors resolution regarding rights issue
8. Closing of the meeting
Item 1: Opening of the meeting and election of chairman of the meeting
The board of directors propose that lawyer Carl Svernlöv at Baker McKenzie Advokatbyrå, or anyone appointed by him, is appointed as chair of the general meeting.
Item 6: Resolution to amend the Company's articles of association
The board of directors of the Company proposes that the extra meeting resolves to amend the Company's articles of association as follows:
It is proposed to amend the articles of association's limits for the share capital from a minimum of SEK 50,000,000 and a maximum of SEK 200,000,000 to a minimum of SEK 110,000,000 and a maximum of SEK 440,000,000. The articles of association § 4 will thereby have the following wording:
"The share capital shall be at least SEK 110,000,000 and no more than SEK 440,000,000."
It is further proposed to amend the articles of association's limits for the number of shares from a minimum of 50,000,000 and a maximum of 200,000,000 to a minimum of 110,000,000 and a maximum of 440,000,000. The articles of association § 5 will thereby have the following wording:
"The number of shares shall be at least 110,000,000 and no more than 440,000,000."
It is also proposed to update the language of the provision regarding share classes. The articles of association § 6 will thereby have the following wording:
"The shares may be issued in two classes, A shares and B shares. A shares may be issued in such a large number that they constitute no more than one hundred (100) percent of the number of shares that can be issued in the company and B shares may be issued in such a large number that they constitute no more than one hundred (100) percent of the number of shares that can be issued in the company.
Shares of series A carry five (5) votes and shares of series B one (1) vote.
Shares of series A and series B entitle to an equal share in the company's assets and profits.
If the company decides to issue new A shares and B shares against cash or set-off of claim, owners of A shares and B shares shall have preferential right to subscribe for new shares of the same class of shares in proportion to the number of shares they already hold (primary preferential right). Shares which have not been subscribed for by primary preferential right shall be offered to all shareholders for subscription (secondary preferential right). Unless the shares thus offered are sufficient for the subscription under the secondary preferential right, the shares shall be allocated between the subscribers in proportion to the number of shares they already hold and, to the extent this is not possible, by drawing of lots.
If the company decides to issue only A shares or only B shares against cash or set-off of claim, all shareholders shall have a preferential right to subscribe for new shares in proportion to the number of shares they already hold, irrespective of whether they hold A shares or B shares.
If the company decides to issue warrants or convertibles against cash or set-off of claim, the shareholders have a preferential right to subscribe for warrants as though the issue concerned those shares which might be subscribed for on account of the option and a preferential right to subscribe for convertibles as though the issue concerned those shares which the convertibles may be exchanged to, respectively.
If the share capital is raised through a bonus issue, new shares shall be issued of each class of shares in proportion to the existing number of shares of the same class. Old shares of a certain class of shares shall entail a right to new shares of the same class of shares in relation to its proportion of the share capital. The above shall not imply any restriction in the possibility to carry out a bonus issue and, after necessary change in the articles of association, issue new shares of a new class.
The above shall not imply any restriction in the possibility to decide on a new share issue against cash or set-off of claim, with derogation from the shareholders’ preferential right."
It is further proposed that the articles of association's provision regarding notice to the general meeting be adjusted and that a new provision, § 11 (subsequent provisions will be renumbered), regarding participation in the general meeting be introduced into the articles of association. The articles of association § 10 and §§ will thereby have the following wording:
"Notice of general meetings shall be made by announcement in the Swedish Official Gazette and by posting of the notice on the company's website. Announcement that notice has been issued shall simultaneously be made in Svenska Dagbladet."
"A shareholder that wishes to participate in a general meeting must be recorded in a printout or other transcript of the share ledger as of the date as set out in the Swedish Companies Act, and notify the company of his/her, and any advisors (no more than two), intention to attend the meeting no later than on the date stated in the notice of the meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the general meeting."
It is also proposed that a new provision be introduced in the articles of association, § 13, in that the company shall have the opportunity to collect proxies and shareholders shall be able to vote by post at general meetings. The articles of association § 13 will thereby have the following wording:
"The board of directors may collect proxies at the company´s expense in compliance with the procedure set out in chapter 7 section 4 paragraph 2 of the Swedish Companies Act (2005:551).
The board of directors may resolve, ahead of a general meeting of the shareholders, that the shareholders shall be entitled to exercise their voting rights by post prior to the meeting."
It is further proposed that the provisions in the articles of association regarding central securities depository registration be updated linguistically. The articles of association § 15 will thereby have the following wording:
"A shareholder or nominee that is registered in the share register and a CSD register on the record date, in accordance with Ch. 4 of the Central Securities Depositories and Financial Instruments Accounts Act (SFS 1998:1479), or registered in a CSD account pursuant to Ch. 4 Sec. 18 first para., items 6-8 of the aforementioned act, is deemed to have the right to exercise the rights stipulated in Ch. 4 Sec. 39 the Swedish Companies Act (SFS 2005:551)."
It is finally proposed that the board of directors or a person appointed by the board of directors be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 7: Resolution to approve the board of directors resolution regarding rights issue
The board proposes that the extra general meeting resolves to approve the board of directors' resolution on the rights issue from 29 June 2023 in accordance with the below.
The board of directors of the Company resolves, subject to the approval of a general meeting, on a rights issue of shares as follows:
- The board, or the person appointed by the board within itself, is authorized to decide, no later than the day that falls five weekdays (4 August 2023) before the record date (10 August 2023), by which amount the Company's share capital shall be increased, the maximum number of class B shares to be issued in the rights issue, the number of existing shares that shall entitle for subscription of a certain number of new class B shares and the subscription price to be paid for each new class B share. Any share premium shall be transferred to the unrestricted premium reserve.
- Those who on the record date 10 August 2023 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right, to subscribe for new class B shares in the rights issue.
- Subscription for class B shares with subscription rights shall be made by payment in cash during the period from 14 August 2023 up until and including 28 August 2023. Subscription for class B shares without subscription rights shall be made on a subscription list during the period from 14 August 2023 up until and including 28 August 2023. Payment for class B shares subscribed for without subscription rights shall be made no later than three days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.
- If all of the new class B shares are not subscribed for with subscription rights, the board will decide on allotment of new class B shares subscribed for without subscription rights. Allotment will then be made firstly to persons who have applied for subscription without subscription rights and who have subscribed for class B shares with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of shares allotted through exercise of subscription rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without subscription rights, and in the case of oversubscription, pro rata to the new number of class B shares subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining class B shares shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.
- The new class B shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new class B shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
- The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
A resolution in accordance with item 6 (Resolution to amend the Company's articles of association) require support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares in the Company on the date of this notice are 110,971,781, of which 225,523 are A shares (carrying 5 votes per share) and 110,746,258 are B shares (carrying 1 vote per share). The Company holds 619,134 own shares on the date of this notice.
Proxy form, the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company and on the Company's website www.pricer.com in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders 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:
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Stockholm in June 2023
The board of directors