Notice of extraordinary general meeting in Rindi Energi AB

The shareholders in Rindi Energi AB, reg. no. 556495-8758, are hereby summoned to an extraordinary general meeting to be held at 5.00 p.m. on 2 November 2018 at the company’s office, Norrlandsgatan 16 in Stockholm.

Participation

Shareholders who wish to attend the general meeting must be registered in the share register maintained by Euroclear Sweden AB as of 27 October 2018 and must have made a notification of participation to Annika Hederstedt no later on 29 October, either by e-mail to Annika.hederstedt@rindi.se or by phone 00498-291550. Notification shall include the shareholder’s name, personal identification number/corporate registration number, shareholding, address and daytime telephone number, as well as, wherever applicable, details of advisors, proxies, and representatives. The notification shall also, if applicable, e.g. for legal persons, contain attachments to authorization documents such as registration certificates or equivalent.

Nominee-registered shares

To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB. Shareholders who wish to re-register their shares must advise their nominees well in advance before 27 October 2018, when such registration shall be duly effected.

Proxy etc.

Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The original power of attorney and, if applicable, certificate of registration should be submitted to the company by post in due time prior to the meeting to: Rindi Energi AB, Box 1192, SE-621 22 Visby, Sweden.

Proposal for the 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. Approval of the agenda.
5. Determination of whether the meeting was duly convened.
6. Presentation of documents referred to in Chapter 12, section 7, Chapter 20, section 12, Chapter 20, section 8, Chapter 20, section 13 and Chapter 20, section 14 of the Companies Act.
7. The shareholder Solör Bioenergi Biobränslen Holding AB’s proposal to resolve to amend the articles of association of Rindi Energi AB.
8. The shareholder Solör Bioenergi Biobränslen Holding AB’s proposal to resolve to reduce the share capital by way of redeeming all Class B shares in Rindi Energi AB and proposal to resolve to carry out a bonus issue in Rindi Energi AB, and
9. Closing of the meeting.
 

Item 7:          
The shareholder Solör Bioenergi Biobränslen Holding AB’s proposal to resolve to amend the articles of association of Rindi Energi AB

Solör Bioenergi Biobränslen Holding AB, which owns more than 99 per cent of the shares and votes in Rindi Energi AB, proposes that the general meeting resolves to adopt a new articles of association. The amendment means that the limits of the number of shares will be adjusted downwards so that the minimum numbers of shares in the company are 1,000,000 and the maximum number of shares are 4,000,000.

 

Item 8:          
The shareholder Solör Bioenergi Biobränslen Holding AB’s proposal to resolve to reduce the share capital by way of redeeming all Class B shares in Rindi Energi AB and proposal to resolve to carry out a bonus issue in Rindi Energi AB

Solör Bioenergi Biobränslen Holding AB proposes that the general meeting resolves to reduce the company’s share capital by redeeming all 35,890,826 Class B shares, each with a par value of SEK 2. The redemption resolution, and the resolution to amend the articles of association, are conditional upon Solör Bioenergi Biobränslen Holding AB, which holds 35,876,845 Class B shares in the company, announcing that the company wishes to redeem its shares without consideration. For the remaining 13,981 Class B shares, a redemption payment of SEK 10, of which SEK 8 exceeds the par value of the share. The redemption payment is deemed to well correspond to the consideration received in a statutory buy-out procedure. The reduction amount for the redeemed shares without consideration amounts to SEK 71,753,690, which will be allocated to the non-restricted equity. The reduction amount for redeemed shares with consideration amounts to SEK 27,962. In addition to the reduction amount, a total of SEK 111,848 will be paid out to the shareholders, which reduces the non-restricted equity.

Solör Bioenergi Biobränslen Holding AB proposes that the record date for the right to receive redemption payment shall be on 16 November 2018, or at a later date that the board of directors decides.

Payment for the shares that will be redeemed shall be made immediately after reconciliation.

Furthermore, Solör Bioenergi Biobränslen Holding AB proposes that the general meeting at the same time resolves on a bonus issue, entailing an increase in the share capital of SEK 71,781,652. The amount by which the share capital is to be increased shall be transferred to the share capital from non-restricted equity and no new shares shall be issued. The share capital is thereby restored.

Provision of documents

The company’s annual report and the audit report as well as the proposals in their entirety are available two weeks prior to the general meeting at the company’s office: Norrlandsgatan 16 in Stockholm. The documents will be sent free of charge to shareholders who request it and state their address to the company. Furthermore, the documents will be available at the general meeting

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Stockholm in October 2018

 

The board of directors