The board of directors of
The notice will be published in the
NOTICE OF EXTRAORDINARY GENERAL MEETING OF WESTPAY AB
REQUIREMENTS FOR PARTICIPATION
Shareholders wishing to attend the meeting must:
- be recorded as a shareholder in the share register kept by
Euroclear Sweden AB as ofFriday, January 5, 2024 , - notify the company the intention to attend no later than
Tuesday, January 9, 2024 .
Notification of attendance shall be made by e-mail to finance@westpay.se. Upon notification, please state name or company name, personal ID number or organizational number, address and telephone number during the day. For notification of advisors, the notification procedure as above applies.
NOMINEE REGISTERED SHARES
In order to participate in the general meeting, those whose shares are registered in the name of a nominee must have their shares owner-registered with
PROXIES AND PROXY FORMS
Anyone who is not personally present at the meeting may exercise their voting rights at the meeting through a written, signed and dated power-of-attorney. A proxy form is available on the company’s website, www.westpay.se. The proxy form can also be obtained from the company at the above address. If a power-of-attorney has been issued by a legal entity, a copy of the registration certificate or equivalent authorization document for the legal entity must be attached to the form. The power-of-attorney may not be older than one year unless a longer period of validity is stated in the power-of-attorney, however, no longer than five years. To alleviate entry to the meeting, proxy forms, registration certificates and other authorization documents should be provided to the company well in advance of the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Resolution on an amendment to the articles of association (1)
- Resolution on approval of the board of directors’ decision on a directed issue of shares
- Resolution on an amendment to the articles of association (2)
- Resolution on reduction of the share capital
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 7 – Resolution on an amendment to the articles of association (1)
The board of directors proposes that the general meeting resolves to amend the articles of association, mainly in accordance with the following.
Current wording:
§ 4 Share capital
The share capital shall amount to no less than
§ 5 Number of shares
The number of shares in the company shall be not less than 18,000,000 shares and not exceed 72,000,000 shares.
Proposed new wording:
§ 4 Share capital
The share capital shall amount to not less than
§ 5 Number of shares
The number of shares in the company shall be not less than 18,500,000 shares and not exceed 74,000,000 shares.
In addition to the above, amendments of an editorial nature are proposed.
The resolution is contingent on the meeting resolving in accordance with item 8 on the agenda.
The board of directors, or the person appointed by the board of directors, shall have the right to make the minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Item 8 - Resolution on approval of the board of directors’ decision on a directed issue of shares
The board of directors proposes that the general meeting approves the board of director's resolution on a directed issue of shares mainly in accordance with the following.
1. The company's share capital shall be increased by a maximum of
2. The right to subscribe for shares shall be granted, with deviation from the shareholders’ preferential rights, to
3. The subscription price is
4. Payment for subscribed shares which exceeds the quota value of the shares shall in its entirety be added to the share premium fund.
5. Subscription of shares shall be made on a subscription list not later than
6. Payment for new shares shall be made by cash no later than
7. The new shares entitle to dividend for the first time on the record date for dividends that occurs the closest after the new shares are registered in the share register kept by
8. The reasons for the deviation from the shareholders' preferential rights are as follows. After careful consideration, the company has decided to carry out a directed share issue without preferential rights for existing shareholders. This decision is based on a careful analysis of the company's current market situation and the board of directors' assessment that a rights issue would entail significant risks for the company and potentially also for the shareholders. The board of directors' assessment is based, among other things, on the current price of the company's shares and the market's demand for significant discounts, which in the case of rights issues make it challenging to ensure sufficient capital raising. A rights issue would most likely need to be carried out at a lower subscription price due to the discounts that have recently been offered in the market. Such a low subscription price could create distrust among both existing and new customers regarding the company's capabilities and the value of the services provided by the company. The board of directors' assessment is further based on the fact that a rights issue would entail high costs and an administrative burden for the company, which, in light of the company's current financial situation, would entail a disproportionate strain on the company's resources. More specifically, a rights issue would extend the execution time and increase exposure to market risks compared to a directed share issue, while the capital requirement is relatively limited and the costs of a rights issue would be significantly higher in relation to the capital raised. Furthermore, a rights issue would require significant guarantee commitments from one or more parties, which would be time-consuming given the current market volatility and would entail significant costs and/or additional dilution, depending on the type of remuneration provided for such guarantee commitments. Overall, a likely low subscription price, due to the current market situation, and a high cost and workload to raise the capital means that a rights issue is deemed not beneficial for the company or its shareholders. Based on the above, the company's board of directors believes that a directed share issue, without preferential rights for existing shareholders, will quickly strengthen the company's financial position at a low cost and thus enable continued growth and success, which benefits all shareholders. By carrying out a directed share issue, the company can adapt to market expectations and at the same time direct the capital injection to specific investors, some of whom being existing shareholders, who are prepared to support the company's long-term vision and growth plans. Further, the investors, including
9. The board of directors, or any other person appointed by the board of directors, shall have the right to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office,
The resolution is contingent on the meeting resolving on an amendment to the articles of association in accordance with item 7 on the agenda.
The board of directors proposes that the general meeting resolves to amend the articles of association, mainly in accordance with the following.
Current wording:
§ 4 Share capital
The share capital shall amount to not less than
§ 5 Number of shares
The number of shares in the company shall be not less than 18,500,000 shares and not exceed 74,000,000 shares.
Proposed new wording:
§ 4 Share capital
The share capital shall amount to not less than
§ 5 Number of shares
The number of shares in the company shall be not less than 72,000,000 shares and not exceed 288,000,000 shares.
The resolution is contingent on the meeting resolving in accordance with item 10 on the agenda.
The board of directors, or the person appointed by the board of directors, shall have the right to make the minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Item 10 – Resolution on reduction of the share capital
The board of directors proposes that the general meeting resolves in accordance with the follow.
The share capital of the company shall be reduced as follows.
- The purpose of the reduction is allocation to unrestricted shareholders’ equity.
- The share capital of the company shall be reduced by
SEK 12,274,584.8 . - The reduction share capital shall be effected without retirement of shares.
After the reduction of the share capital, the share’s quota value will be
The implementation of a resolution in accordance with this proposal requires the approval of the Swedish Companies Registration Office a court of general jurisdiction. The resolution also requires that the articles of association are amended. The proposal for a resolution to amend the articles of association is stated in item 9 on the agenda.
The board of directors, or the person appointed by the board of directors, shall have the right to make the minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
MAJORITY REQUIREMENTS
Resolutions in accordance with items 7, 9 and 10 are valid only if supported by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting. A resolution in accordance with item 8 is valid only if supported by shareholders holding at least nine tenths (9/10) of both the votes cast and the shares represented at the general meeting.
DOCUMENTS
The complete documents in accordance with the Swedish Companies Act will be available at the company and on the company’s website and will be sent immediately without charge to any shareholders who so request and has stated their address. The documents will also be available at the meeting.
INFORMATION AT THE MEETING
The shareholders are reminded of their right to request information from the board of directors and the managing director according to the Swedish Companies Act.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Upplands Väsby,
The board of directors
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