Notice of Extraordinary General Meeting of ITAB Shop Concept AB (publ)

 

REGISTRATION AND NOTIFICATION
Shareholders who wish to participate in the Extraordinary General Meeting must be included in the share register prepared by Euroclear Sweden AB based on the circumstances prevailing on Friday, 11 October 2024.

Shareholders must also notify the Company of their intention to participate in the Meeting:

• Shareholders who wish to participate in the Extraordinary General Meeting at the meeting venue in person or through a proxy must notify the Company by post at “Extraordinary General Meeting 2024”, ITAB Shop Concept AB (publ), Box 9054, SE-550 09, Jönköping, Sweden, or by e-mail at bolagsstamma@itab.com no later than Tuesday, 15 October 2024. Please state your name, personal identity number or corporate registration number, address, telephone number and the number of deputies, if any (maximum two)

• Shareholders who wish to participate in the Extraordinary General Meeting through postal voting must notify the Company by casting their postal vote in accordance with the instructions under the heading Postal voting below so that the postal vote is received by the Company not later than Tuesday, 15 October 2024.

Nominee-registered shares

To be entitled to participate in the Extraordinary General Meeting, in addition to providing notification of participation, shareholders whose shares are held in the name of a nominee must register their shares in their own name so that the shareholder is recorded in the share register as of 11 October 2024. Such registration may be temporary (so-called voting right registration) and is to be requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed not later than Tuesday, 15 October 2024 will be taken into account when preparing the share register.

Postal voting

A special form must be used for postal voting. The postal voting form is available on the Company’s website – itabgroup.com – under “Corporate Governance / General Meetings of Shareholders / Extraordinary General Meetings / Extraordinary General Meeting 2024”. If the shareholder only intends to participate through postal voting, a separate notification is not required. The completed and signed form must be received by the Company not later than Tuesday, 15 October 2024. The completed form can be sent by post to “Extraordinary General Meeting 2024”, ITAB Shop Concept AB (publ), Box 9054, SE-550 09, Jönköping, Sweden, or by e-mail at bolagsstamma@itab.com. Shareholders may not add special instructions or conditions to their postal vote, otherwise the vote (meaning the entire postal vote) will be invalid. Additional instructions and conditions are included on the postal voting form.

If a shareholder casts a postal vote and notifies the Company of their intention to participate in the Meeting at the meeting venue, the postal vote will still be valid provided the shareholder does not participate in the voting procedures at the Extraordinary General Meeting or otherwise rescind their postal vote. If the shareholder chooses to participate in the voting procedures at the Meeting, the vote cast will replace the previously submitted postal vote on the item in question.

Proxies

If a shareholder wishes to be represented by a proxy at the meeting venue, a written and dated power of attorney, along with a certificate of incorporation or another certificate of authorisation in the case of a legal entity, must be submitted well in advance of the Extraordinary General Meeting by post at “Extraordinary General Meeting 2024”, ITAB Shop Concept AB (publ), Box 9054, SE-550 09 Jönköping, Sweden.

If a shareholder wishes to cast their postal vote through a proxy, a written and dated power of attorney must be enclosed with the postal voting form. If the shareholder is a legal entity, a certificate of incorporation or another certificate of authorisation must be enclosed.

A power of attorney form is available on the Company’s website – itabgroup.com – under “Corporate Governance / General Meetings of Shareholders / Extraordinary General Meetings / Extraordinary General Meeting 2024”.

Processing of personal data

For information about how your personal data is processed in connection with General Meetings, refer to euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Read more about ITAB’s processing of personal data in the Company’s privacy policy available on the Company’s website, itabgroup.com.

PROPOSED AGENDA

1)         Opening of the Meeting

2)         Election of Chairman for the Meeting

3)         Preparation and approval of the voting list

4)         Approval of the Board of Directors’ proposed agenda

5)         Election of one or two person(s) to approve the minutes

6)         Determination of whether the Meeting has been duly convened

7)         Approval of the Board of Directors’ directed share issue resolution

8)         Closing of the Meeting

 

Item 2 – Election of Chairman for the Meeting

Chairman of the Board Anders Moberg or, in the event he is unavailable, the individual he appoints instead.

Item 7 – Approval of the Board of Directors’ directed share issue resolution

The Board of Directors proposes that the Meeting approves the Board’s resolution from 25 September 2024 to increase the Company’s share capital with not more than approximately SEK 5,695,601.59 through issue of not more than 13,480,173 new ordinary shares.

The right to subscribe for the new ordinary shares shall, with deviation from the shareholders’ pre-emptive rights, only fall upon Swedbank AB (publ) on behalf of a limited number of Swedish and international institutional or otherwise professional investors approached in advance. The subscription price in the share issue shall be SEK 0.422517, corresponding to the share’s quota value.[1]

For further details and information on background to and reasons for the new share issue, refer to the Company’s press release on 25 September 2024.

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SHARES AND VOTES
As of the date of this notice, there are 219,420,533 shares in the Company, of which 215,020,533 are ordinary shares and 4,400,000 are class C shares. All ordinary shares entitle the holder to one vote, while one class C share entitles the holder to 1/10 of a vote, meaning that there are a total of 215,460,533 votes in the Company. As of the date of this notice, the Company holds no ordinary shares, but all 4,400,000 class C shares.

SHAREHOLDERS’ RIGHT TO OBTAIN INFORMATION
The Board of Directors and the CEO must, if any shareholder so requests and the Board of Directors deems that it can do so without substantial damage to the Company, provide information at the Meeting regarding circumstances that may impact the assessment of an item on the agenda and circumstances that may impact the assessment of the Company’s economic situation. The disclosure requirement also covers information regarding the Company’s relationship to another Group company, the consolidated accounts and such matters regarding subsidiaries as referred to in the preceding sentence.

DOCUMENTATION
The complete documentation for resolutions will be available at the Company’s head office and on the Company’s website, itabgroup.com, not later than three weeks prior to the Extraordinary General Meeting and will be sent to shareholders who so request and who provide their postal address.

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Jönköping, September 2024

 

ITAB Shop Concept AB (publ)

The Board of Directors

 

 

For further information, please contact:

Mats Karlqvist, Head of Investor Relations
Tel.: +46 70 660 31 32

ITAB Shop Concept AB (publ), Box 9054, SE-550 09 Jönköping, Sweden
itab.com, itabgroup.com

  

 [1] To facilitate expedient delivery of the newly issued shares to investors, the subscription price has been set at the share’s quota value. After the new shares have been registered with the Swedish Companies Registration Office, the Company will receive – as an unconditional capital contribution – the difference between the quota value and the price at which the shares are sold to the Swedish and international institutional or otherwise professional investors (SEK 22.70 per share).

 

 

The information was submitted for publication, through the agency of the contact person set out above, at 1:45 a.m. CEST on 26 September 2024.