NOTICE OF GENERAL MEETING IN HÖVDING SVERIGE AB (PUBL)

NOTICE OF GENERAL MEETING IN HÖVDING SVERIGE AB (PUBL)

The shareholders in Hövding Sverige AB (publ) are hereby invited to general meeting on Wednesday 19 February at 1.00 p.m. in the company’s premises at Bergsgatan 33 in Malmö. Registration is open from 12.30 p.m.

Right to participate

Shareholders who wish to attend the meeting shall be entered in the share register maintained by Euroclear Sweden AB (“Euroclear”) on Thursday 13 February 2020 and give notice of their attendance no later than Thursday 13 February. Shareholders whose shares are registered in the names of nominees must temporarily re-register such shares in their own name with Euroclear in order to be entitled to attend the meeting. Such registration must be effected no later than 13 February. Shareholders must therefore inform their nominees and request re-registration of the shares well in advance thereof.

Notice

Notice of attendance is to be made as follows:

– by e-email: ir@hovding.com

– by phone: +46(0)40 – 23 68 68

– by post: Hövding Sverige AB, Bergsgatan 33, 214 22 Malmö

In the notice to attend, shareholders shall state name, personal identification number or company registration number, address, phone number, number of shares and possible representatives.

Representatives

If a shareholder is to be presented through a representative, the shareholder shall issue a dated power of attorney to the representative. The power of attorney may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period (although not more than five years). For legal entities, authorization shall be made by certificate of registration and/or power of attorney and certificate of registration. A copy of the power of attorney and possible certificate of registration shall be sent to the company on the above address well before the meeting. The original version of the power of attorney shall also be presented at the meeting. The power of attorney form is available at the company’s website www.hovding.se and is sent to shareholders who contact the company (see contact information above) and provide their address or e-mail.

Proposed agenda

1) Opening of the meeting and election of chairman of the meeting.

2) Preparation and approval of the voting list.

3) Election of one or two persons to verify the minutes.

4) Determination of whether the meeting has been duly convened.

5) Approval of the agenda.

6) Presentation of documents referred to in Chapter 13, section 6 of the Companies Act.

7) Resolution on approval of the board of directors’ decision on preferential rights issue.

8) Closing of the meeting.

The board of directors’ proposed resolution

Item 7-The board of directors’ decision on preferential rights issue

 Subject to the approval of the general meeting, the board of directors resolves to carry out a rights issue in respect of not more than 1,310,653 shares, entailing an increase in the share capital of not more than SEK 1,310,653. The resolution shall otherwise be governed by the following terms and conditions.

1. The right to subscribe for the new shares shall vest in shareholders pursuant to pre-emption rights pro rata to their previous shareholding, meaning that the shareholders have the right to subscribe for one (1) new share per seventeen (17) existing shares. Shares will be allotted:

1. primarily to those who have subscribed for shares through subscription rights, irrespective of whether or not the subscriber was a shareholder on the record date, and, in the event of oversubscription, pro rata the pre-emption rights exercised by each individual when subscribing for shares and, where this is not possible, through a drawing of lots. And thereafter:

1. to those who, prior to the issue, have entered into commitments to subscribe for shares without the use of subscription rights;

1. to those others who have reported interest to subscribe for shares without use of subscription rights and;

1. to those who have entered into issue guarantees, pro rata the guaranteed amount.
2. A subscription price of SEK 19 shall be paid for each share subscribed for.
3. Record date for participation in the issue is 25 February 2020.
4. Subscription through exercise of subscription rights shall take place during the period that runs from and including 26 February 2020 to and including 11 March 2020 by simultaneous payment in cash. Subscription of shares without exercise of subscription rights shall be made in the specified subscription form during the period that runs from and including 26 February 2020 to and including 11 March 2020. Payment for subscribed shares without exercise of subscription rights shall take place no later than three business days after the notification of allocation has been sent out. The board of directors has the right to allow payment by set-off in accordance with the provisions of the Swedish Companies Act.
5. The board of directors shall be entitled to extend the subscription period and the payment period.
6. The new shares entitle the holder to a dividend as from the date on which the shares are entered in the share register.
7. The board of directors or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

 _______________________

 Other

Documents under the Companies Act will be available at the company from Wednesday 5 February 2020. The documents will be kept available on the company’s website www.hovding.se.

At the time of execution of this notice the total number of shares in the company amounts to 22 281 105 shares corresponding to 22 281 105 votes.

Västra Hamnen Corporate Finance AB is Certified adviser to Hövding Sverige AB (publ).

Processing of personal data

For information on how your personal data is processed, see the Privacy notice available on Euroclear’s website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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Malmö 4 February 2020
The board of Hövding Sverige AB (publ)

For more information:
Fredrik Carling, CEO, Hövding Sverige AB (publ)
phone: +46(0)40 – 23 68 68, e-mail: Fredrik.Carling@hovding.com

Attachments
200204 Notice to EGM