Extraordinary General Meeting Vitec Software Group AB (publ)
To be entitled to participate in the General Meeting, shareholders must be listed in the register of shareholders maintained by Euroclear Sweden AB, no later than Monday, 2 December 2015, and inform the Company of their intention to attend no later than 4 December 2015, at 3:00 p.m. by post to Vitec Software Group, “Extraordinary General Meeting,” Box 7965, 907 19 Umeå, Sweden, by telephone +46 (0)90 15 49 00, or by e‐mail to firstname.lastname@example.org.
Registration must include the shareholder's name, personal registration number/corporate registration number, address and telephone number, as well as the number of any accompanying advisors. Proxy holders and representatives of legal entities are requested to submit authorization documentation prior to the Extraordinary General Meeting. Proxy forms are available on Vitec website, www.vitecsoftware.com.
Shareholders whose shares are registered in the name of a nominee must request that their shares be temporarily registered in their own name with Euroclear Sweden AB, to be entitled to participate in the Annual General Meeting. This procedure, so-called voting right registration, must have been effected 2 December 2015, which means that the shareholder must inform the nominee well in advance before this date.
Complete documentation is available 18 November in the company's office in Umeå. The shareholders who wish to receive those documents may notify the company, so the material can be sent to them by mail at no cost.
The company has 5 879 338 shares divided on 800 000 A shares with 10 votes each and
5 079 338 B shares with one vote each. The total number of voting rights amounts to 13 079 338. At present Vitec holds no own shares in the company.
1. Approval of voting list
2. Election of the Chairman of the Meeting.
3. Approval of the agenda.
4. Election of one or two persons to approve the Minutes.
5. Determination of whether the meeting has been duly convened.
6. Resolution on amendment of the articles of association and division of shares (share split)
7. Other questions.
8. Closing of the meeting.
The Board's proposal for paragraph 6
In order to facilitate the trading of company shares listed on the Nasdaq Stockholm, the Board proposes that the Extraordinary General Meeting resolve as follows..
• To § 6 of the Articles of Association be amended to read: "The number of shares shall be not less than 16 000 000 and not more than 64 000 000."
• To increase the number of company shares by each share, regardless of class, divided into five (5) shares of the corresponding series (share split 5: 1)
• The board is authorized to determine the record date for the split, which may not occur before the time when the resolution is registered with Bolagsverket.
• The Board, or the person whom the Board of Directors appoints, shall be authorized to make such minor adjustments to the resolution as required for registration with Bolagsverket or Euroclear's management.
After the share split, the number of shares will increase from 5 879 338 to 29 396 690 of which 4 000 000 A-shares and 25 396 690 B shares. The proposed share split means that the share's quota value changes from SEK 0.50 to SEK 0.10.
For resolutions on the Board's proposal requires that the Meeting's decision is supported by shareholders representing at least two thirds of both the votes cast and the shares represented.
Shareholders may request that the board and the CEO at the Annual General Meeting shall provide information regarding circumstances that may affect assessment of an item on the agenda, provided that the Board believes that it can be done without material harm to the company.
Umeå 20 October 2015
The Board of Vitec Software Group AB (publ)
For more information please contact:
Lars Stenlund, VD Vitec Software Group, tel: +46 (0)70 – 659 49 39
Vitec Software Group AB (publ.) is to make the above information public pursuant to the Swedish Securities Market Act or the Swedish Financial Instruments Trading Act. The information will be made public at 09:00 CET on Tuesday, November 10, 2015.