Shareholders of Heliospectra AB (publ), corporate registration number 556695-2205, are hereby notified that an Extraordinary General Meeting will be held on Monday, March 30, 2015, at Frans Perssons Väg 6 in Gothenburg, Sweden. Registration for the Extraordinary General Meeting starts at 14:00 pm.
Registration
Shareholders who would like to participate in the Extraordinary General Meeting must:
- be recorded as a shareholder in the share register maintained by Euroclear Sweden as of March 24 2015.
- and must give notice of their intention to participate at the Meeting to the company by e-mail to stamma@heliospectra.com or by letter addressed to Box 5401, 402 29 Gothenburg, Sweden no later than 5:00 p.m. on Tuesday, 24 March, 2015
When notifying attendance, state your name, address, telephone number, personal identity number or corporate registration number as well as the number of advisers.
Shareholders whose shares are registered with a trustee must temporarily re-register their shares in their own name with Euroclear Sweden AB to be entitled to participate in the Extraordinary General Meeting. This means that shareholders should notify the trustee in ample time to allow registration in the share register by Tuesday, March 24, 2015.
Shareholders who wish to be represented by a representative must issue a dated Power of Attorney for the representative. Shareholders can receive a form for Power of Attorney from the company and the form is also available at www.heliospectra.com. The original copy of the Power of Attorney should be submitted to the company at the above mentioned address in advance. Person representing a legal entity must enclose a copy of current Certificate of Registration or other applicable document.
Proposed agenda
1. Opening of the meeting
2. Appointment of chairman at the meeting
3. Establishing and approval of the voting register
4. Appointment of one or two persons to verify the minutes
5. Declaration of whether the Extraordinary General Meeting was properly convened
6. Approval of the agenda
7. Decision regarding authorisation of the board of directors to issue shares and/or warrants, in accordance with the proposal by the board of directors below
8. Decision regarding giving the board of directors, or any person appointed by the board of directors, authority to make such minor amendments to the resolutions made at the Extraordinary General Meeting which are necessary in connection with the filing with the Swedish Companies Registration Office and Euroclear Sweden AB
9. Any other matter, which pursuant to the Swedish Companies Act or the articles of association of the company, must be passed at the Extraordinary General Meeting
10. Closing of the Extraordinary General Meeting
For decision
7. Proposal by the board of directors regarding resolution concerning authorisation to issue new shares and/or warrants
The board of directors of the company proposes that the shareholders’ meeting passes a resolution to authorise the board of directors to, on one or several occasions before the next annual general meeting, issue shares and/or warrants against payment in cash and/or consideration in kind or by set-off or otherwise subject to terms and conditions and thereby may resolve to deviate from the shareholders' preferential rights.
An issue shall be resolved on market terms based on estimated market price for the company’s shares at the time of the issue with a possible deduction of a market based discount as the board of directors determines necessary for the issue to be effected.
The number of shares that may be issued respectively the number of shares that may be subscribed for using the warrants is limited to the maximum of the amount of 8 000 000 new shares.
The reason for the proposal is that the board of directors considers it beneficial to the company, for the purpose of expansion and capital procurement, that the board of directors is given the discretion needed in order to resolve to issue new shares and/or other financial instruments without having to summon a shareholders' meeting.
The reason for deviating from the shareholders' preferential rights (pro rata parte in relation to prior ownership) is that such flexibility should enhance the company's capital procurement and that a possible diversification of the shareholders due to such procurement is considered of benefit to the company and its current shareholders.
The shareholders’ meeting’s approval of this proposal is effective only if supported by shareholders holding at least 2/3 of the votes as well as of the shares represented at the meeting.
Number of shares and votes
As of the day of the notification, the total number of shares in the company amounts to 13 791 195. The total number of votes amounts to 13 971 195. The company itself does not hold any shares.
Information
The board of directors and the managing director must, if required by a shareholder and if the board of directors considers it being done without essential damage for the company, leave information regarding circumstances which can influence the assessment of a matter at the agenda.
Complete proposal for resolution in section 7 above, will be available for the shareholders at the company’s office and the website www.heliospectra.com, as of March 6 2015.
Gothenburg March 2015
Heliospectra AB (publ)
The board of directors
For more information:
Staffan Hillberg, CEO Heliospectra, tfn +46-(0)708-36 59 44, staffan.hillberg@heliospectra.com
Håkan Bengtsson, CFO Heliospectra, tfn +46-(0)705-55 89 02, hakan.bengtsson@heliospectra.com
The following documents can be retrieved from beQuoted
Heliospectra Notice of the extraordinary general meeting (English).pdf
Heliospectra Kallelse till extra bolagsstämma (Swedish).pdf
Om Heliospectra
Heliospectra (publ - listed on Nasdaq First North) was founded in 2006 and specialises in intelligent lighting technologies for plant research and greenhouse cultivation. Heliospectra's products are based on a deep knowledge of plant physiology and photosynthesis combined with a unique way of using state-of-the-art LED technology. After six years of development in Sweden, the company is now venturing into the international marketplace. The company has raised more than 15 million dollars in risk capital and has received more than 2.6 million dollars through academic scholarships. It has also won several awards for its forward-thinking technology. Principal owners: Weland Stål AB www.welandstal.se, Stiftelsen Industrifonden www.industrifonden.se, Midroc New Tecknology www.midroc.se, Weland Värdepapper Wood & Hill Investment www.woodhillinvestment.com.
