The shareholders of B&B TOOLS AB (publ), corporate registration number 556034-8590, (the "Company") are hereby given notice to attend an Extraordinary General Meeting of Shareholders to be held at 11:00 a.m. CET on Wednesday, 14 June 2017, at IVA's Conference Centre, Grev Turegatan 16, Stockholm, Sweden. Registration will start at 10:30 a.m. CET.
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the Meeting must:
a) be recorded in the shareholders' register maintained by Euroclear Sweden AB not later than Thursday, 8 June 2017, and
b) file notice of their intention to participate with the Company's head office not later than Thursday, 8 June 2017: by post to "Extraordinary General Meeting 14 June 2017", B&B TOOLS AB, Box 10024, SE-100 55 Stockholm, Sweden; by telephone at +46 10 454 79 60; or by e-mail to EGM14juni@bbtools.com.
Notices must contain information about the shareholders' name, personal identity number (corporate registration number), address, telephone number, number of shares and the names of any assisting counsel (maximum of two). Information submitted in the notice of participation will be processed and used for the Meeting.
To exercise their voting rights at the Meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names. Such re-registration must be completed not later than Thursday, 8 June 2017.
In the case of participation by proxy authorised by a power of attorney, original copies of a written power of attorney signed by the shareholder and other relevant authorisation documents are to be presented prior to the start of the Meeting. When notifying the Company of their participation, representatives of legal entities must also submit a certified copy of the entity's certificate of incorporation or corresponding authorisation documents showing that they are authorised to represent the legal entity.
The Company will provide shareholders with a power of attorney form, which will be available from the Company's head office or on the Company's website at www.bbtools.com not later than 24 May 2017.
PROPOSED AGENDA
- Opening of the Meeting.
- Election of Chairman to preside over the Meeting.
- Compilation and approval of electoral register.
- Approval of the agenda proposed by the Board of Directors for the Meeting.
- Election of one or two persons to approve the minutes taken at the Meeting.
- Determination of whether or not the Meeting has been duly convened.
- Resolution on the proposal of the Board of Directors concerning the distribution of shares in Momentum Group AB (publ) to the shareholders.
- Election of directors.
- Closing of the Meeting.
PROPOSAL BY THE BOARD OF DIRECTORS FOR RESOLUTION
Item 7 - Resolution on the proposal of the Board of Directors concerning the distribution of shares in Momentum Group AB (publ) to the shareholders.
The Board of Directors proposes that the Extraordinary General Meeting of Shareholders resolve on a dividend entailing that all of the Company's shares in Momentum Group AB (publ), corporate registration number 559072-1352, ("Momentum Group") be distributed to the shareholders of the Company. One (1) Class A share in the Company will entitle the holder to one (1) Class A share in Momentum Group, and one (1) Class B share in the Company will entitle the holder to one (1) Class B share in Momentum Group.
The record date for distribution will be 16 June 2017. With the proposed record date, the shares in Momentum Group are expected to be registered in the securities account of the recipient on or about 20 June 2017. The final day of trading in the Company's Class B shares, including the right to distribution, will take place on 14 June 2017.
The Company holds 171,000 Class B shares in treasury, which do not carry a right to the distribution of shares in Momentum Group.
The Board's proposed dividend corresponds to a total amount of MSEK 629, based on the carrying amount at 19 May 2017, representing a dividend per share of approximately SEK 22.30.
The Class B shares in Momentum Group will be traded on Nasdaq Stockholm and the first day of trading in Momentum Group's Class B share is expected to take place on 21 June 2017. The distribution of the shares in Momentum Group is expected to take place through a so-called Lex Asea procedure, which means that the distribution will not be subject to immediate taxation.
PROPOSALS BY THE ELECTION COMMITTEE FOR RESOLUTIONS
Item 2 - Election of Chairman to preside over the Meeting.
The Election Committee proposes that Chairman of the Board Anders Börjesson be elected Chairman of the Meeting.
Item 8 - Election of directors.
Since current directors in the Company Fredrik Börjesson, Charlotte Hansson and Gunilla Spongh will join the Board of Directors of Momentum Group, they have chosen to step down from their positions on the Board of Directors of the Company. Accordingly, the Election Committee proposes that Malin Nordesjö, Johan Sjö and Louise Undén be elected to replace the directors leaving the Company, for the period until the end of the upcoming Annual General Meeting.
SHARES AND VOTES
The Company has issued a total of 28,463,416 shares, of which 1,063,780 are Class A shares and 27,372,636 are Class B shares, of which 171,000 are held in treasury by the Company. After deducting the shares held by the Company, the total number of votes in the Company amounts to 37,839,436. The above information pertains to the conditions at the time this notice was issued.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
According to Chapter 7, Section 32 of the Swedish Companies Act, upon request from a shareholder and provided the Board determines that it is possible to do so without causing material damage to the Company, the Board and the CEO are required to provide information about any circumstances that could impact the manner in which an item on the agenda is addressed.
DOCUMENTS
The complete proposal of the Board of Directors in accordance Item 7 as well as documents in accordance with Chapter 18, Section 4 and 6 of the Swedish Companies Act will be available at the Company not later than Wednesday, 24 May 2017 and will be sent to shareholders who so request and who provide their postal address. These documents will also be available on the Company's website as of the same date. The complete proposals of the Election Committee, a statement motivating the proposal for the Board and information regarding the proposed directors will be available on the Company's website. All of the aforementioned documents will be presented at the Meeting.
Stockholm, May 2017
BOARD OF DIRECTORS
CONTACT INFORMATION
Mats Karlqvist, Head of Investor Relations, B&B TOOLS AB, Tel: +46 70 660 31 32
This information is such that B&B TOOLS AB (publ) is obliged to make public pursuant to Nasdaq Stockholm's Rule Book for Issuers. The information was submitted for publication on 22 May 2017 at 18:30 p.m. CET.
This document is in all respects a translation of the Swedish original Notice of Extraordinary General Meeting of Shareholders of B&B TOOLS AB (publ). In the event of any differences between this translation and the Swedish original, the latter shall prevail.
