AGM Information • May 7, 2012
AGM Information
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The shareholders of FormPipe Software AB (publ), Swedish company reg. no. 556668- 6605, (the "Company") are hereby invited to attend the extraordinary general meeting (EGM) Thursday, 7 June 2012 at 16.00 at the Company's premises at S:t Eriksgatan 117, Stockholm.
Shareholders who wish to attend the EGM must:
both be registered on Thursday, 31 May 2012 in the register of shareholders kept by Euroclear Sweden AB;
and notify their intended participation to the Company by post to FormPipe Software AB, Extra bolagsstämma 2012, Box 23131, 104 35 Stockholm, by fax to 08-555 290 99, by telephone to +46 (0)765-25 77 12 or by e-mail to [email protected], by 16:00 on Thursday, 31 May 2012 at the latest.
When registering, shareholders must state their name and Swedish personal or company registration number and preferably also address and telephone number. If a shareholder intends to exercise his or her rights through an authorised representative, power of attorney and other documents of authorisation should be enclosed with the registration. Power of attorney forms are available on the Company's website at www.formpipe.se and are sent without cost to those shareholders who request this and who state their postal address. If a shareholder wishes to exercise the right to bring along a representative (a maximum of two representatives) to the EGM, such participation must be notified to the Company in accordance with the above. Shareholders whose shares are held by a trustee must temporarily re-register the shares in their own name with Euroclear Sweden AB in order to be able to attend the EGM. Such registration, which normally takes a few days, must be carried out by Thursday, 31 May 2012 and should therefore be requested from the trustee in good time before this date.
Shareholders who intend to be represented by one or more representatives, must ensure that the representatives bring a signed and dated power of attorney issued by the shareholder to the EGM. A person representing a legal entity must present a certificate of registration (or equivalent document of authorisation) stating that the persons who have signed the power of attorney are authorised signatories of the shareholder. The power of attorney and the certificate of registration (or other document of authorisation) must not be issued more than five years prior to the EGM.
At the time of issue of this notice, there are a total of 12,233,647 shares and votes in the Company. The Company does not hold any of its own shares.
The Board of Directors' proposal for the Agenda for the EGM:
Resolution on: a) amendment of the Articles of Association, and b) approval of the
Board's resolution to issue new shares with preferential rights for current shareholders
To enable the rights issue with preferential rights for current shareholders under item b) below, the Board of Directors proposes that the EGM resolve that the limits for the share capital in the Articles of Association and the number of shares shall be amended as follows. The limits of the share capital in the Articles of Association shall be changed from the current minimum of SEK 500,000 and a maximum of SEK 2,000,000 to a minimum of SEK 2,000,000 and a maximum of SEK 8,000,000. Article 4 of the Articles of Association shall be worded as follows:
"The Company's share capital shall be not less than SEK 2,000,000 and not more than SEK 8,000,000."
The limits of the number of shares in the Articles of Association shall be changed from the current minimum of 5,000,000 shares and maximum of 20,000,000 shares to a minimum of 20,000,000 shares and a maximum of 80,000,000 shares. Article 5 of the Articles of Association shall be worded as follows:
"The total shares outstanding shall be not less than 20,000,000 and not more than 80,000,000."
The Board of Directors proposes that the EGM approves the Board´s resolution of 6 May 2012 to increase the Company´s share capital by a rights issue of shares with preferential right for the shareholders, on the following principal terms.
applicant has applied to subscribe for, and to the extent that this is not possible, by drawing of lots.
The EGM´s approval of the Board´s resolution on the rights issue requires that the Articles of Association are amended according to item a).
The EGM's resolutions in accordance with items a) – b) above shall be adopted as a single resolution. Such resolution is valid only if supported by shareholders representing not less than two-thirds of the votes cast and shares represented at the EGM.
Shareholders may request that the Board and the CEO provides information about conditions that may affect the assessment of an item on the agenda for the EGM. The Board and the CEO shall provide such information at the EGM if it can be done without material injury to the company.
The Board's complete proposals on resolutions, and other documents under the Swedish Companies Act, will be available for shareholders at the Company's office, address as above, and on the Company website www.formpipe.se at the latest from Thursday 17 May 2012. Copies of those documents are also sent free of charge and to those shareholders who so request and provide their postal addresses.
Stockholm in May 2012 The Board
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