Prenumeration
Beskrivning
Land | Finland |
---|---|
Lista | First North Stockholm |
Sektor | Handel & varor |
Industri | Dagligvaror |
The shareholders of Arctic Blue Beverages AB, reg. no. 559361-7078 (the "Company"), are hereby invited to the extraordinary general meeting on 25 July 2025 at 10.00 a.m. at Eversheds Sutherland Advokatbyrå's premises at Sveavägen 20, 3 tr, Stockholm. Registration begins at 09.45.
RIGHT TO PARTICIPATE AND REGISTRATION
Shareholders who wish to attend the meeting shall
• be entered in the share register maintained by Euroclear Sweden AB on 17 July 2025,
• give notice of participation no later than 21 July 2025 by e-mail to petri.hirvonen@arcticbluebeverages.com or by post to Eversheds Sutherland Advokatbyrå AB, Box 140 55, 104 40, Sweden, att: EGM 2025. When giving notice, the shareholder shall state name, shareholding, personal or corporate identity number, address and telephone number and, where applicable, information on accompanying advisors (maximum two). The notification should, where applicable, be accompanied by powers of attorney, registration certificates and other authorization documents.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must have their shares registered in their own name in order to be entitled to attend the meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures. Voting rights registrations completed by the nominee (registered with Euroclear Sweden AB) no later than 21 July 2025 will be taken into account in the preparation of the share register.
PROXY ETC.
Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity must be attached. The original power of attorney and any certificate of registration should be sent by mail to the Company at the above address well in advance of the meeting. The proxy form is available on the Company's website arcticbluebeverages.com/investors prior to the meeting.
PROPOSED AGENDA
1. Appointment of the chairman of the general meeting
2. Establishment and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes of the meeting
5. Determination of whether the meeting has been duly convened
6. Resolution to amend the articles of association
7. Resolution to approve the board of directors' decision on 23 June 2025 to issue shares with preferential rights for existing shareholders
8. Resolution on authorization for the board of directors to make minor adjustments to the resolutions
9. Closing of the meeting
PROPOSED DECISIONS
Item 6 - Resolution to amend the articles of association
In order to enable the rights issue of shares that the board of directors, subject to the approval of the subsequent general meeting, has decided on 23 June 2025, the board of directors proposes that the limits of the share capital and the number of shares in the articles of association are amended in accordance with the following.
Current wording | Proposed wording |
§ 4 Share capital and number of shares The share capital shall be not less than SEK 552,000 and not more than SEK 2,208,000. The number of shares shall be not less than 11,500,000 and not more than 46,000,000. | § 4 Share capital and number of shares The share capital shall be not less than SEK 3,698,400 and not more than SEK 14,793,600. The number of shares shall be not less than 77,050,000 and not more than 308,200,000. |
The resolution requires that the proposal is supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting. The resolution further requires that the meeting also approves the board of directors' resolution on the rights issue under item 7 on the agenda. In the event that the share capital or the number of shares in the Company after the rights issue falls below the proposed limits in the articles of association, the limits shall be reduced to the extent necessary to enable registration.
Item 7 - Resolution to approve the board of directors' decision on 23 June 2025 to issue new shares with preferential rights for existing shareholders
The board of directors proposes that the general meeting approves the board of directors’ resolution from 23 June 2025 on a new issue of not more than 52,396,178 shares, entailing an increase of the Company's share capital by not more than SEK 2,515,016.544, with preferential rights for existing shareholders. The resolution shall be subject to the following conditions.
1. Shareholders who are registered in the Company’s share register maintained by Euroclear Sweden AB on the record date 30 July 2025, will receive subscription rights for participation in the share issue.
2. The right to subscribe for shares shall be granted with preferential rights to those who are registered shareholders in the Company on the record date for the issue, whereby the holding of one (1) share entitles the holder to two (2) subscription rights. One (1) subscription right shall entitle the holder to subscribe for one (1) share.
3. If all shares have not been subscribed for with subscription rights, the board of directors shall, within the maximum amount of the share issue, decide on the allocation in accordance with the allocation principles below:
(i) Firstly, allotment shall be made to those who have also subscribed for shares with subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event of oversubscription in proportion to the number of subscription rights exercised by each person for subscription and, to the extent that this cannot be done, by drawing lots.
(ii) Secondly, allotment shall be made to others who subscribed for shares without the benefit of subscription rights and, in the event that they are unable to receive full allocation, in proportion to the number of shares that each person has notified for subscription and, to the extent that this cannot be done, by drawing lots.
(iii) Finally, allocation shall be made to those who have given guarantees in proportion to those guarantees and, in so far as this is not possible, by drawing lots.
4. Subscription for shares shall take place during the period from and including 4 August 2025 until and including 18 August 2025. The board of directors shall be entitled to extend the subscription period.
5. The subscription price shall be SEK 0.5 per share. The share premium shall be transferred to the unrestricted premium reserve.
6. Payment of shares subscribed for with pre-emptive rights shall be made at the same time as the subscription takes place during the period from and including 4 August 2025 until and including 18 August 2025. Payment of shares subscribed for without pre-emptive rights shall be made no later than three (3) banking days after the allotment notice has been sent to the subscriber. The board of directors has the right to extend the payment period.
7. The new shares entitle the holder to a dividend as from the date on which the shares are entered in the share register.
8. The board of directors or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Item 8 - Resolution on authorization for the board of directors to make minor adjustments to the resolutions
The board of directors proposes that the meeting authorizes the board of directors, the managing director or the person otherwise appointed by the board of directors, to make such minor adjustments and clarifications to the resolutions adopted at the meeting as are necessary for the registration of the resolutions.
OTHER
Documents
The full text of the proposed resolutions will be available at the Company and on the Company's website (arcticbluebeverages.com/investors) and will be sent to shareholders who so request and provide their e-mail or postal address.
Shareholders' right to receive information
Shareholders present at the meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) regarding circumstances that may affect the assessment of an item on the agenda. The board of directors and the CEO shall provide such information if the board of directors considers that it can be done without significant harm to the Company. Shareholders have the right to ask the Company questions at the meeting about the matters and proposals to be addressed at the meeting.
Handling of personal data
Personal data obtained through registration, proxy or through the share register maintained by Euroclear will only be used for the necessary registration and preparation of the voting list for the meeting. For information on the handling of personal data, see Euroclear's privacy policy available at https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in June 2025
Arctic Blue Beverages AB
The board of directors