COMPANY ANNOUNCEMENT
THIS NOTICE MAY NOT BE PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
Notice to the Extraordinary General Meeting
The Shareholders of
A. Matters on the agenda of the Extraordinary General Meeting
The following matters will be considered at the Extraordinary General Meeting:
1. Opening of the meeting
2.Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4.Recording of the legality of the meeting
5.Recording the attendance at the meeting and adoption of the list of votes
6.Resolutions relating to the cross-border conversion of
6.1 Introduction
On
NYAB has initiated a delisting process at
Following the Cross-border Conversion and transfer of listing to Nasdaq First North Sweden, the
Reference is made to the company announcement on the Cross-border Conversion dated
In order to complete the Cross-border Conversion, the Board of Directors of NYAB proposes that the Extraordinary General Meeting resolves to approve the statutory Cross-border Conversion of NYAB in accordance with the cross-border conversion plan approved by the Boards of Directors of NYAB on
- approve the amended Articles of
Association of the Converted Company , in the form appended to the Cross-border Conversion Plan, and the change of the company name; -
resolve on the election and remuneration of the auditor of the
Converted Company ; and -
resolve on adoption of instructions regarding the
Nomination Committee of theConverted Company ;
Pursuant to the Cross-border Conversion Plan, the below proposals of the Board of Directors of the
The Cross-border Conversion as a whole and the proposed changes to the company name and the Articles of
NYAB’s shareholders holding in aggregate approximately 88.7 percent of the shares and votes in NYAB, have irrevocably and unconditionally undertaken to attend the Extraordinary General Meeting and to vote in favour of the Cross-border Conversion and related resolution proposals by the Board of Directors of NYAB.
6.2 Resolution on the Cross-border Conversion
Pursuant to the Cross-border Conversion Plan, NYAB, without being dissolved or liquidated, shall be converted to a Swedish public limited liability company subject to and governed by Swedish law, which shall assume all assets, rights, obligations, and liabilities of NYAB, and shall transfer its registered office to
A shareholder of NYAB has the right as referred to in Chapter 17 a, Section 18 of the Finnish Companies Act to demand redemption of their shares at the Extraordinary General Meeting before the resolution on the Cross-border Conversion is made, provided that the shareholder who demands redemption of their shares also votes against the Cross-border Conversion at the Extraordinary General Meeting. Instructions for redemption claim are provided in section C “Instructions for the Participants of the Extraordinary General Meeting” of this notice.
The Board of Directors of the
(a) Adoption of Articles of Association
The Cross-border Conversion Plan includes a proposal regarding adoption of Articles of
- a change of the company name into, in the following order of priority, either
NYAB AB ,NYAB Group AB orNYAB Nordic AB , depending on whether such names are possible to register with the SCRO (the Board of Directors of the NYAB and theConverted Company shall be authorized to execute the registration accordingly) (Article 1), - a change to the domicile of the company (Article 2),
- a change to the field of business of the company (Article 3),
- an addition to determine the minimum and maximum share capital and number of shares of the company (Articles 6 and 7),
- a change regarding delivery and announcement of general meeting notices (Article 11),
- a change regarding registration to general meetings and advance voting (Articles 12 and 13), and
- changes to items that shall be addressed at Annual General Meetings (Article 15).
For the sake of clarity, the aforementioned Articles refer to the proposed Articles of
The proposed Articles of
(b) Election and remuneration of the auditor of the
Pursuant to the Cross-border Conversion Plan and the proposed Articles of
The Board of Directors of the
(c) Adoption of instructions regarding the Nomination Committee of the Converted Company
Pursuant to the Cross-border Conversion Plan, the Board of Directors of the
The instructions regarding the
7. Resolution to issue new shares to NYAB itself and to transfer such shares to participants in NYAB’s existing share-based incentive plans
The Board of Directors of NYAB proposes that the Extraordinary General Meeting resolves on an issuance of new shares, without payment, to the company itself (the “Share Issue”) and on subsequent transfers of such shares held in treasury by way of directed share issuance (transfer) as set out below for the purpose of securing delivery of shares in accordance with NYAB’s existing share-based incentive plans. The reason for the resolution by the Extraordinary General Meeting is that NYAB, as separately proposed to the Extraordinary General Meeting, is pursuing the Cross-border Conversion.
The number of the new shares to be issued in the Share Issue shall be 4,000,000 shares, which corresponds to approximately 0.57 percent of the current number of shares in the
The Share Issue shall be completed as soon as practicably possible after the General Meeting has been held. The new shares will be registered with the FCRO as soon as practicably possible following the General Meeting. Following the registration of the new shares in the
Following the completion of the Share Issue, a maximum number of 4,000,000 shares held in treasury shall be transferred without payment and in deviation from the shareholders’ preferential rights, by way of a directed issuance (transfer), on one or several occasions, to the participants of the Current Company’s existing Performance Share Plan 2022–2024 and Project Bonus Share Plan 2022 in accordance with the terms and conditions of the respective plans. It is noted that these share-based incentive plans will remain outstanding after the Cross-border Conversion, although no additional allotments or grants under the share-based incentive plans will be made.
There are especially weighty financial and other reasons for the issuance (transfer) of the shares held in treasury as they are intended to form a part of the existing share-based incentive plans of the Current Company’s key personnel. The purpose of the incentive plans is to align the interests of the participants and the shareholders by strengthening the long-term ownership of employees and executives and, thus, to increase the company value in the long term as well as to drive performance, to retain employees and executives and to offer them competitive performance-based compensation.
The Board of Directors shall execute transfers of the company’s own shares to the participants of the above-mentioned existing share-based incentive plans in accordance with the terms and conditions thereof and shall not amend the terms and conditions of the existing share-based incentive plans except for amendments that are deemed necessary or appropriate in view of the Cross-border Conversion and shall not make additional allotments or grants under the existing share-based incentive plans.
8. Authorisation of the Board of Directors to resolve on issuances
The Board of Directors of NYAB proposes to the Extraordinary General Meeting that the Board of Directors be authorised to resolve on issuances in accordance with the below.
Reference is made to the Board of Directors’ separate proposal that the Extraordinary General Meeting shall resolve on the Cross-border Conversion. In connection with the Cross-border Conversion, the intention is to apply for the shares of the
The Board of Directors shall be authorised, for the period until the next Annual General Meeting, however no longer than until and including
- on one or several occasions,
- with deviation from the shareholders’ preferential rights (directed issuance) or without deviation from the shareholders’ preferential rights,
- against payment in cash, payment in kind or payment through set-off, or otherwise with conditions,
-
resolve to issue new shares, convertibles (special rights entitling to shares) and/or warrants, where the total number of issued new shares, including, if convertibles and/or warrants are issued, the number of shares (before potential recalculations) that may be issued upon conversion of convertibles and/or through exercise of warrants, shall not exceed a total of 140,000,000 new shares (to be recalculated accordingly upon a split or reverse split of the company’s shares), which corresponds to approximately twenty (20) percent of the number of shares in the
Current Company as at the date of this proposal, - the purpose of the authorisation, and the reason for the possibility to deviate from the shareholder’s preferential rights, being to (i) carry out an offering of new shares in connection with or subsequent to the Listing in order to, e.g., procure capital, improve capital structure, diversify the shareholder base and improve the preconditions for trading liquidity of the shares and/or (ii), in a prompt and cost-effective manner, procure capital, carry out acquisitions or make use of other strategic opportunities that relate to its business operations,
- such authorisation entitling the Board of Directors to resolve on all terms and conditions of the issuance of shares, convertibles (special rights to entitling to shares) and/or warrants.
The value transferred to the
The Board of Directors of the
Provided that and as from the time of the Cross-border Conversion having been completed, the authorisation set out herein shall revoke and replace any prior authorisations granted to the Board of Directors by the Annual General Meeting of the
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make such minor adjustments to this resolution that may be necessary in connection with registration with the SCRO.
9. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The Cross-border Conversion Plan, proposals for the resolutions on the matters on the agenda of the Extraordinary General Meeting and this notice are available on NYAB Plc’s website athttps://nyabgroup.com/en/administration/general-meeting/. Other documents, which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the above-mentioned website as of
C. Instructions for the participants in the Extraordinary General Meeting
1. Right to participate and registration
Each shareholder, who on the record date of the Extraordinary General Meeting on
The registration for the Extraordinary General Meeting will commence as of the publication of this notice on
In connection with the registration, a shareholder shall provide their name, date of birth or business ID, telephone number and e-mail address, as well as the name and date of birth of a possible assistant or proxy representative. The personal data given by the shareholders to the company is used only in connection with the Extraordinary General Meeting and with the processing of necessary related registrations. For further information on how
A shareholder, their legal representative or proxy representative must be capable of proving their identity and/or right of representation upon the company’s request at the location of the meeting.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has a right to attend the Extraordinary General Meeting by virtue of such shares, based on which they on the record date of the Extraordinary General Meeting on
A holder of nominee-registered shares is advised to request without delay the necessary instructions regarding the registration in the company’s temporary shareholders’ register, the issuing of proxy documents, and the registration for the Extraordinary General Meeting from their custodian bank. The account management organisation of the custodian bank shall register a holder of nominee registered shares who wants to participate in the Extraordinary General Meeting in the temporary shareholders’ register of the company at the latest by the deadline stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative will be required to present a dated power of attorney or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Extraordinary General Meeting. Template for a power of attorney and voting instructions is available on the company website at https://nyabgroup.com/en/administration/general-meeting/. In case a shareholder participates in the Extraordinary General Meeting by means of multiple proxy representatives representing the shareholder with shares on different book-entry accounts, the shares, by which each proxy representative represents the shareholder, shall be identified in connection with the registration for the Extraordinary General Meeting.
Possible proxy documents shall be sent primarily by e-mail to ir@nyabgroup.com, or in original to
4. Right to demand redemption
A shareholder of NYAB has the right as referred to in Chapter 17 a, Section 18 of the Finnish Companies Act to demand redemption of their shares at the Extraordinary General Meeting before the resolution on the Cross-border Conversion is made. A redemption claim can also be delivered by email to ir@nyabgroup.com. Such electronic redemption claim shall be received by NYAB latest at the Extraordinary General Meeting before the Cross-border Conversion is resolved. A shareholder must be capable of presenting sufficient evidence of their shareholding. A shareholder who demands redemption of their shares shall also vote against the Cross-border Conversion at the Extraordinary General Meeting. The redemption right shall concern only those shares that are registered in the book-entry accounts of the shareholder demanding the redemption on the record date of the Extraordinary General Meeting.
5. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to ask questions and request information with respect to the matters to be considered at the meeting.
Changes in share ownership after the record date of the Extraordinary General Meeting do not affect the right to participate in the Extraordinary General Meeting or a shareholder’s number of voting rights at the meeting.
On the date of this notice to the Extraordinary General Meeting,
In Oulu,
THE BOARD OF DIRECTORS
Important information
The distribution of this notice may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into
This notice does not constitute a prospectus and as such does not constitute or form part of and should not be construed as an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
This notice includes “forward-looking statements.” These statements may not be based on historical facts but are statements about future expectations. When used in this notice, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the
The securities referred to in this notice have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of
Contacts
- Investor Relations, NYAB Oyj, ir@nyabgroup.com
About NYAB Oyj
NYAB enables the progress of society for future generations with decades of experience from complex and challenging projects. We facilitate the green transition in the Nordics by offering engineering, construction and maintenance services in renewable energy and sustainable infrastructure to customers in the public and private sector. NYAB is headquartered in Oulu and has more than 400 employees at different locations in
Attachments
- Download announcement as PDF.pdf
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