Published: 2015-08-17 08:36:01 CEST
TrustBuddy AB
Notice to convene ext. general meeting

EXTRAORDINARY SHAREHOLDERS’ MEETING FOR TRUSTBUDDY AB (PUBL)

- Translated from Swedish - The shareholders of TrustBuddy AB (publ), corporate registration number 556794-5083, are hereby notified of an extraordinary shareholders' meeting at the offices of Setterwalls law firm on Sturegatan 10, in Stockholm, Sweden, on Friday, 18 September 2015, at 4:00 pm.

Right to participate and registration

Shareholders who are registered in the company’s share register maintained by Euroclear Sweden AB by 11 September 2015, and who have notified the company of their intent to participate by no later than 14 September 2015, preferably before 4:00 pm, are entitled to participate in the extraordinary shareholders’ meeting.

Notification can be submitted to the company by regular mail addressed: TrustBuddy AB (publ), Biblioteksgatan 9, SE-111 46 Stockholm, Sweden; or by email: info@trustbuddy.com. Notification should include the shareholder’s name, person identity number or corporate registration number, address and daytime telephone number, and, where applicable, the name of any advisors, proxies or deputies.

Trustee-registered shares

To be entitled to participate in the meeting, shareholders whose shares are held in the name of a trustee must temporarily re-register the shares in their own name. Shareholders who would like to re-register their shares, which is known as voting registration, must request that their trustee carry this action out well in advance of 11 September 2015, the date by which it must be completed.

Proxies

Shareholders who are to be represented by proxy must complete a written power of attorney form that is signed and dated. If the power of attorney form is completed by a legal person, a certified copy of the applicable registration certificate for the legal person (or corresponding document for foreign legal persons) must be attached to the power of attorney form. The date on the power of attorney form cannot be more than one year old, unless a longer validity period has been listed on the power of attorney form (though no more than five years).

To facilitate the registration process, the original power of attorney form and the registration certificate, as well as any other authorisation material, should be made available to the company at the aforementioned address well in advance of the meeting.

Proposed agenda

  1. Election of chairman of the meeting.
  2. Preparation and approval of the list of shareholders entitled to vote at the meeting.
  3. Approval of the agenda.
  4. Election of one or two officers.
  5. Determination of whether the meeting has been duly convened.
  6. Resolution on amendment of the articles of association.
  7. Resolution on new issue of shares with preferential rights for existing shareholders.
  8. Resolution regarding issuance of warrants.
  9. Resolution on the implementation of an incentive programme for selected senior executives.
  10. Resolution on the implementation of an incentive programme for board members.
  11. Resolution on authorization for the issue of shares and / or warrants.
  12. Conclusion of the meeting.

Motions

Resolution on amendment of the articles of association (item 6)

The Board proposes that § 4 regarding the limits for the share capital is changed from the current minimum of SEK 500,000 and a maximum of 2,000,000 to a minimum of SEK 800,000 and a maximum of SEK 3,200,000. Furthermore, the Board proposes that § 5 concerning limits on the number of shares changed from the current minimum of 300,000,000 and a maximum of 1,200,000,000 to a minimum of 400,000,000 and a maximum of 1,600,000,000 shares.

Valid resolution by the extraordinary shareholders’ meeting of the aforementioned motion by the board requires the approval of shareholders representing at least two-thirds of both the listed votes and the shares represented at the meeting.

Resolution on new issue of shares with preferential rights for existing shareholders (item 7)

The Board proposes that the Meeting resolves to increase the Company's share capital by a maximum of SEK 811,093.444 through the issue of up to 405,546,722 shares.

The new shares shall be subscribed with preferential rights of existing shareholders in proportion to the number of shares they own, which one existing share entitles to subscribe for one new share. For each share held on the record date, shareholders will receive one subscription right. Each subscription right entitles thus to subscribe for one new share.

In the event that not all shares are subscribed for with subscription rights, the Board shall determine the allocation of shares subscribed without subscription rights shall take place within the framework of the issue highest amount, the Board of Directors shall allocate the shares primarily to those who have subscribed for shares by virtue of subscription rights and, in case of oversubscription, in proportion to their subscription with subscription rights; secondly to those who have subscribed for shares without subscription rights and, if the full allocation is not possible, pro rata to their subscriptions and, to the extent this is not possible, by drawing of lots; and, thirdly, provided that such allocation is required to issue shall be fully subscribed, to the guarantors of the issue distributed in proportion to their respective share (based on their respective subscription undertaking).

The record date for determining which shareholders shall be entitled to the preferential right to subscribe new shares will be October 9, 2015.

The subscription price is SEK 0.15 per share. Payment for the new shares shall be in cash. The premium shall be allocated to the share premium reserve.

Subscription of new shares by virtue of subscription rights shall be made through cash payment during the period from October 14, 2015 until October 30, 2015. The Board of Directors shall be entitled to prolong the subscription period.

Subscription for new shares without subscription rights shall be made by notification on special application form during the period from October 14, 2015 until October 30, 2015.

The Board shall be entitled to prolong the subscription period. Payment for subscribed shares shall be made no later than the third banking day after the sales note specifying assignment sent to the subscriber, or such later date as the Board determines.

The new shares shall entitle to dividend for the first time on the record date for dividends occurring after the rights issue has been registered at the Swedish Companies Registration Office.

The Board, or the person appointed by the Board, shall have the right to make minor adjustments to the resolutions above as may prove necessary in connection with registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

Resolution of the Meeting in accordance with the above shall be conditional upon that the Annual General Meeting resolves (i) amending the rules regarding the limits for share capital and number of shares under item 6 above and (ii) the issue of warrants according to item 8 below.

Resolution regarding issuance of warrants (item 8)

The Board proposes that the Meeting resolves to issue a maximum of 135,182,240 subscription warrants. Each option gives the right, during the period from October 3, 2016 until October 19, 2016 to subscribe for one new share in the Company at a subscription price of SEK 0.18. The right to subscribe for warrants shall be with deviation from the shareholders preferential rights for the shareholders and others participating in the rights issue according to item 7 above, wherein the allocation of three new shares in the rights issue gives the right to gratuitously subscribe for one warrant.

If all 135,182,240 warrants are exercised for subscription of shares the company's share capital will increase with the amount of SEK 270,364.48, representing approximately 14.3 per cent of the share capital and votes after dilution and assuming that the rights issue according to item 7 above is fully subscribed.

Valid resolution of the aforementioned motion by the board requires the approval of shareholders representing at least two-thirds of both the listed votes and the shares represented at the meeting.

Resolution on the implementation of an incentive programme for selected senior executives (item 9)

The board proposes that the extraordinary shareholders’ meeting resolve on the issue of no more than 90,200,000 warrants. Each warrant entitles its holder to subscribe for one share. The exercise price of the warrants is set at 175 per cent of the average NASDAQ First North market price from 14 October 2015 through 30 October 2015. All warrants have a term of about three years as of the date on which the exercise price is established.

The right to subscribe for warrants shall accrue to wholly owned subsidiary TrustBuddy B.V., which without consideration shall transfer the warrants to TrustBuddy AB, which in turn will transfer the warrants to current and future senior executives in the Group. The warrants will be transferred at market price (the warrant premium) to members of the executive management and other key associates.

If all 90,200,000 warrants are exercised for the subscription of shares, the increase in the company’s share capital will be about SEK 180,400 corresponding to about 11,1 per cent of the share capital and votes after dilution and assuming a fully subscribed rights issue according to item 7 above.

The aim of the proposal is to create the means to be able to retain and recruit skilled personnel to the Group, and to bolster motivation among the staff. The board believes that the implementation of the aforementioned programme would benefit the Group and the company’s shareholders. The cost to the company for the aforementioned programme is expected to amount to a total of about SEK 200,000 over the duration of the programme.

Valid resolution of the aforementioned motion requires the approval of shareholders representing at least nine-tenths of both the listed votes and the shares represented at the meeting.

Resolution on the implementation of an incentive programme for board members (item 10)

The shareholder Firm Factory AB, representing 1,0 per cent of the total number of shares in the company, proposes that the extraordinary shareholders’ meeting resolve on the issue of no more than 24,400,000 warrants. Each warrant entitles its holder to subscribe for one share. The exercise price of the warrants is set at 175 per cent of the average NASDAQ First North market price from 14 October 2015 through 30 October 2015. All warrants have a term of about three years as of the date on which the exercise price is established.

The right to subscribe for warrants shall accrue to wholly owned subsidiary TrustBuddy B.V., which without consideration shall transfer the warrants to TrustBuddy AB, which in turn will transfer the warrants to the company's directors. The warrants will be transferred at market price.

If all 24,400,000 warrants are exercised for the subscription of shares, the increase in the company’s share capital will be about SEK 48,800 corresponding to about 3,0 per cent of share capital and votes after dilution and assuming a fully subscribed rights issue according to item 7 above.

The party proposing the motion believes that the implementation of the aforementioned programme would benefit the Group and the company’s shareholders. The cost to the company for the aforementioned programme is expected to amount to a total of about SEK 150,000 over the duration of the programme.

Valid resolution of the aforementioned motion requires the approval of shareholders representing at least nine-tenths of both the listed votes and the shares represented at the meeting.

Resolution on authorization for the issue of shares and / or warrants (item 11)

The board proposes that the extraordinary shareholders’ meeting, due to the repeal of the authorisation that was granted at the 2015 annual general meeting, resolve to authorise the board, for the period until the next annual general meeting, on one or more occasions, with or without deviation from the shareholders’ preferential rights, to decide on the issuance of shares, warrants and/or convertibles. Such issuance decisions are to include the ability to determine whether they are to be in-kind or offset issues, and to control other terms and conditions. The number of shares to be issued and the number of shares that can be subscribed for using warrants will total more than 200,000,000 shares, representing approximately 19.8 per cent of the share capital and votes after dilution and assuming a fully subscribed rights issue according to item 7 above.

The aim of the authorisation and the reason for the deviation from the shareholders’ preferential rights is to, in a timely manner, be able to finalise the structural changes in the form of business acquisitions, and to increase the company’s flexibility in conjunction with the raising of capital. The issue price for the new shares is to be set taking into account the prevailing market price of the company’s shares.

Valid resolution by the extraordinary shareholders’ meeting of the aforementioned motion by the board requires the approval of shareholders representing at least two-thirds of both the listed votes and the shares represented at the meeting.

Meeting documentation

The Board's complete proposals for resolutions under items 7 to 11 above and the related reports and statements under the Swedish Companies Act (2005: 551) will be available at the Company's offices in Stockholm and on the Company's website, http://investor.trustbuddy.com, no later than two weeks before the meeting. The documents sent free of charge to shareholders who so request and state their address.

Disclosures at the extraordinary shareholders’ meeting

If any shareholder so requests and if the board deems that it can be done without causing material harm to the company, the board and the CEO must disclose any circumstances that may influence the deliberation of an item on the agenda. Shareholders who would like to submit questions in advance may do so to the aforementioned address.

Number of shares and votes in the company

As of 14 August 2015, the total number of shares and votes in the company amounted to 405,546,722. The company does not hold any of its own shares.

 

____________________

Stockholm, August 2015

TRUSTBUDDY AB (PUBL)

Board of Directors


Trustbuddy_Kallelse_EBS_eng.pdf