Notice of extra general meeting in 4C Group AB
The shareholders of 4C Group AB, reg. no. 556706-0412 (the "Company"), are hereby invited to the extra general meeting on Monday 14 April 2025 at 14:00 CET at the Company's headquarters on Vattugatan 17, 111 52 Stockholm.
Right to attend and notification
Shareholders who wish to attend the extra general meeting must:
i. on the record date, which is on Friday 4 April 2025, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation and any assistants (no more than two) in the extra general meeting no later than on Tuesday 8 April 2025. The notification shall be in writing to Baker McKenzie Advokatbyrå, Attn: Simon Olofsson, Box 180, 101 23 Stockholm or via e-mail to simon.olofsson@bakermckenzie.com. 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.
Nominee shares
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 general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Friday 4 April 2025 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 Tuesday 8 April 2025 will be considered in preparations of the share register.
Proxy etc.
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 must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. 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 Tuesday 8 April 2025. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.
A proxy form will be available on the Company's website, investors.4cstrategies.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of the voting register
- Election of one participant to verify the minutes, together with the chairman of the meeting
- Determination of whether the meeting was duly convened
- Approval of the agenda
- Resolution regarding approval of the board of directors' resolution regarding new share issue
- Closing of the meeting
Proposed resolutions
Item 1: Opening of the meeting and election of chairman of the meeting
It is proposed that the chairman of the board, Andreas Hedskog, is appointed as chairman of the general meeting, or, in his absence, the person appointed by him.
Item 6: Resolution regarding approval of the board of directors' resolution regarding new share issue
The board of directors of the Company proposes that the extra general meeting resolves to approve the board of directors' resolution on 27 March 2025 to issue a maximum of 165,170 shares, with deviation from the shareholders' preferential rights, as follows:
The total increase of the Company's share capital can amount to a maximum of SEK 2,890.475.
The subscription price for the new shares shall be SEK 17.50 per share, in total SEK 2,890,475 if all shares are subscribed for.
Right to subscribe for the new shares, with deviation from the shareholders' preferential rights, shall be attributed to ABG Sundal Collier AB for transfer to an investor, as well as Lagga Invest AB and Anders Fransson.
Subscription shall be made on a subscription list no later than on 27 March 2025. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 15 April 2025. The board of directors is entitled to extend the last day for payment.
In the event that a person subscribes for shares in the accelerated book-building procedure that result in the person's total shareholding exceeds a limit that means that the person's acquisition will be subject to reporting under the Swedish Foreign Direct Investments Screening Act (2023:560), allotment shall initially only be made to a level where the person falls below the said limit, and allotment of the excess amount of the subscription shall be conditional on the person obtaining the necessary approvals under the Swedish Foreign Direct Investments Screening Act (2023:560).
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and in the share register kept by Euroclear Sweden AB.
The Board of Directors has considered the possibility of raising capital through a rights issue and believes that, for a number of reasons, it is currently more favourable for the Company and the shareholders to raise capital through a directed share issue. A rights issue would take significantly longer to complete, which could reduce the Company's financial flexibility and prevent the Company from taking advantage of any business opportunities, especially in the current volatile market environment. Furthermore, the Company wishes to expand and strengthen its institutional and professional shareholder base, in order to further strengthen the liquidity of the Company's shares and further broaden the base of financially strong shareholders. In the current volatile market environment - which can mean that the conditions for raising capital can change quickly - the Company wishes to ensure a stronger balance sheet and create a buffer for estimated future order growth. Against this background, the Board of Directors‘ overall assessment is that it is in the interests of the Company and its shareholders to carry out the directed share issue with deviation from the main rule on shareholders’ preferential rights. Since the subscription price in the directed share issue has been determined through a bookbuilding procedure, the Board of Directors considers the subscription price to be on market terms, in that it reflects prevailing market conditions and investor demand.
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 and Euroclear Sweden AB.
Majority requirements
A resolution in accordance with item 6 requires support by shareholders holding not less than nine-tenths 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 35,132,142. The Company holds no own shares.
Other
The complete proposals, proxy forms and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company and on the Company's website, investors.4cstrategies.com, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director 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-notice-bolagsstammor-engelska.pdf.
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Stockholm in March 2025
4C Group AB
The board of directors