The shareholders of Pure Positioning AB, reg. no. 559082-2689, (the "Company") are hereby invited to the extra general meeting on Tuesday 3 November 2020 at 10.00 CET at Baker & McKenzies premises at Vasagatan 7 in Stockholm.
Information with respect to the coronavirus
Due to the development of the coronavirus the goal is that the extra general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance, please see below, as well as the possibility of participating by way of proxy. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the extra general meeting:
• Possibility to vote in advance.
• Registration for the extra general meeting will commence at 09:45 CET.
• External guests will not be invited.
• No food or refreshments will be served.
The Company follows the development and the recommendations of the authorities and will, if necessary, update the information about the extra general meeting on the Company's website, www.purepositioning.se.
Right to attend and notification
Shareholders who wish to attend the general meeting must:
i. be included in the share register maintained by Euroclear Sweden AB on the record date which is Monday 26 October 2020, and
ii. no later than on Wednesday 28 October 2020 notify their participation and any assistants (no more than two) in writing to Baker & McKenzie Advokatbyrå KB, Attn: Carl Isaksson, Box 180, 101 23 Stockholm (kindly mark the envelope "Pure Positioning EGM 2020"), or via e-mail to: firstname.lastname@example.org. The notification should state the name, personal/corporate identity number, shareholding, 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 extra general meeting. Such registration, which normally is processed in a few days, must be completed no later than Monday 26 October 2020 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 28 October 2020 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’s validity may not be more than five years from the issuance. 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 Wednesday 28 October 2020. The proxy in original and, when applicable, a certificate of registration must be presented at the general meeting. A proxy form will be available on the Company’s website, www.purepositioning.se, and will also be sent to shareholders who so request and inform the Company of their postal address.
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection.
A special form shall be used for advance voting. The form is available on www.purepositioning.se. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be submitted to the Company no later than on Wednesday 28 October 2020.
The completed and signed form shall be sent to the address stated under "Right to attend and notification" above. A completed form may also be submitted electronically and is to be sent to www.purepositioning.se. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions is included in the form for advance voting.
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of voting list.
4. Election of one person to certify the minutes.
5. Question whether the general meeting has been duly convened.
6. Approval of the agenda.
7. Determining the number of directors and auditors.
8. Determining the fees for the board of directors and the auditor.
9. Election of board of directors and auditor.
10. Resolution regarding authorization for issuances.
11. Closing of the meeting.
Item 2: Election of chairman of the meeting and appointment of the keeper of the minutes
The board of directors proposes that Ian Gulam, LL.M., at Baker & McKenzie Advokatbyrå is appointed as chairman of the extra general meeting.
Item 7-9: Determination of the number of directors and auditors, determination of fees to the board of directors and the auditors and election of the board of directors and auditors
It is proposed that the board of directors shall comprise of four directors without deputies. The number of auditors shall be one authorized auditor.
It is proposed that the fee to the proposed director shall be SEK 180,000, in accordance with the fees resolved by the annual general meeting on 30 June 2020. Remuneration to the auditor is to be paid in accordance with approved invoice.
It is proposed to elect Lars-Erik Ydstie as new director of the board. All of the board's current members remains as directors.
It is proposed to elect the authorized auditor Johan Kaijser as the Company's auditor for the period until the end of the annual general meeting 2021.
Item 10: Resolution regarding authorization for issuances.
The board of directors the Company proposes that the extra general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to broaden the shareholder base, raise new capital to increase flexibility of the Company or in connection with acquisitions. If issuances are carried out with deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
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.
A resolution in accordance with item 10 requires 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 and votes in the Company on the date of this notice are 134,133,446. The Company holds no own shares.
Proxy form, advanced voting form and the complete proposals are available at least two weeks in advance of the extra general meeting at Baker & McKenzies premises at Vasagatan 7 in Stockholm and at the Company's website, www.purepositioning.se. All documents 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 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: https://www.euroclear.com/dam/ESw/Legal/Privacy-noticebolagsstammorengelska.pdf.
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Stockholm October 2020
Pure Positioning AB
The board of directors