The shareholders of B&B TOOLS AB (publ), org.no 556034-8590 (the”Company”), are hereby convened to the extra general meeting on Wednesday 14 June 2017, there is a 11:00 am at the Iva conference Centre, Grev Turegatan 16, Stockholm. Registration for the meeting begins there is a 10:30.
NOTIFICATION OF PARTICIPATION
Shareholders who wish to participate in the annual general meeting shall
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be registered in the Euroclear Sweden AB share database by Thursday 8 June 2017,
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notify the Company’s head office by post to the following address “Extra general meeting of shareholders on June 14, 2017”, the B&B TOOLS AB (publ), Box 10024, 100 55 Stockholm, sweden, by telephone 010-454 79 60 or via e-mail EGM14juni@bbtools.com no later than on Thursday 8 June 2017.
The notification should include the shareholder’s name, personal identity number (corporate registration number), address, telephone number, number of shares and of any advisors, maximum two. The data received will be computerized and used for the meeting.
Shareholders who have nominee registered their shares must, in order to exercise voting rights at the annual general meeting, temporarily register the shares in their own name. Such registration must be effected no later than on Thursday 8 June 2017.
If participation is by proxy, with the support of the power of attorney, in writing by the shareholder, signed and dated power of attorney, and any documents of authorization, must be produced in original before the meeting’s start. Representatives for legal entities must also submit a certified copy of the registration certificate or a corresponding authorization document that shows that they are on their own may represent the legal person in connection with the notification.
The company provides the shareholders with a proxy form, which can be obtained at the Company’s headquarters or on the Company’s website www.bbtools.com by 24 may 2017.
DRAFT AGENDA
Opening of the meeting.
The election of the chairman at the meeting.
Preparation and approval of the voting list.
The approval of the board of directors ‘ proposed agenda.
The choice of one or two persons to verify the minutes.
Examination of whether the meeting has been duly convened.
The decision of the board of directors ‘ proposal for the distribution of shares in Momentum Group AB (publ) to the shareholders.
The election of board members.
Closure of the meeting.
THE BOARD OF DIRECTORS ‘ PROPOSAL FOR A DECISION
Section 7 – Decision of the board of directors ‘ proposal for the distribution of shares in Momentum Group AB (publ) to the shareholders.
The board of directors proposes to the extraordinary general meeting of shareholders takes the decision on distribution of dividends meaning that all of the Company’s shares in Momentum Group AB (publ), org.no 559072-1352 (“Momentum Group”) is distributed to the shareholders in the Company. One (1) share of series A in the Company shall carry the right to one (1) share of series A Momentum Group and one (1) share of series B in the Company shall carry the right to one (1) share of series B in the Momentum Group.
The record date for the dividend will be June 16, 2017. With the proposed record day is calculated the shares in Momentum Group to be recorded on the recipient’s VP-account around the 20th of June 2017. Last day for trading of the Company’s series B shares including right to dividend is 14 June 2017.
The company holds 171 000 own class B shares, which will not be entitled to dividends of the shares in Momentum Group.
The board of directors ‘ proposal for the dividend corresponds to an amount of eur 629 MILLION, based on the book value as on 19 may 2017, representing a dividend per share of approximately at 22.30 SEC.
The shares of series B in the Momentum of the Group to be subject to trading on Nasdaq Stockholm and the first day of trading with the Momentum Group share of series B is expected to be 21 June 2017. The distribution of the shares in Momentum Group is considered to be covered by the s.k. Lex Asea, which means that the dividend does not trigger any immediate taxation.
THE NOMINATION COMMITTEE’S PROPOSAL FOR A DECISION
Item 2 – Election of chairman at the meeting.
The nomination committee proposes that the chairman of the board Anders Börjesson elected to chair the meeting.
Item 8 – Election of board members.
On the occasion of the current board members in the Company Fredrik Börjesson, Charlotte Hansson, and Gunilla Spongh will be included in the board of directors of Momentum Group, they have set their sites available to them. By reason thereof, the nomination committee proposes that Malin Nordesjö, Johan Lake, and Louise Undén to replace outgoing board members in the Company, for the period until the end of the next annual general meeting.
OF SHARES AND VOTES
The company has a total issued 28 463 416 shares, of which 1 063 780 shares of series A and 27 372 636 shares of series B, of which the Company holds 171 000 shares of series B. The total number of votes in the Company, after deduction of the shares the Company holds, is 37 839 436. The data refer to the ratio at issuing.
A SHAREHOLDER’S RIGHT TO REQUEST INFORMATION
Under 7 chapter. Section 32 of the Swedish companies act, the management board and the executive director, if any shareholder so requests and the board believes that it can be done without material harm to the Company, at the meeting provide information about circumstances that may affect the assessment of a matter on the agenda.
DOCUMENTS
The board of directors ‘ complete proposal according to item 7 and documents according to the 18 chapter. 4 and 6 § of the Swedish companies act will be held available at the Company no later than Wednesday 24 may 2017, and will be sent to shareholders who so request and state their postal address. These documents will also be available on the Company’s website from the same time. The nomination committee’s complete proposals for decisions, reasoned statement regarding its proposal for board of directors and information regarding proposed directors are available on the Company’s website. All of the above documents will also be presented at the meeting.
Stockholm in may 2017
The BOARD of directors
CONTACT information
Mats Karlqvist, Head – Investor Relations, B&B TOOLS AB, telephone 070-660 31 32
This information is such as the B&B TOOLS AB (publ) is obliged to publish in accordance with the Nasdaq Stockholm’s rule book for issuers. The information was submitted for publication on 22 may 2017 there is 18:30 CET.
The invitation to the extraordinary general meeting held on 14 June En