Right to attend
Shareholders who wish to attend the extraordinary general meeting must be recorded in the share register maintained by Euroclear Sweden AB on Tuesday, 13 March 2012, and must have notified the company of their intention to attend the meeting no later than 12 a.m. on Tuesday, 13 March 2012.
Shareholders who have registered their shares with a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the meeting. Such registration must be made by Tuesday, 13 March 2012, and the shareholders must therefore advice their nominees in good time prior to this date.
Notice of intention to attend
Notification of attendance at the extraordinary general meeting must be made in writing to Sensys Traffic AB (publ), P.O. Box 2174, SE-550 02 Jönköping, Sweden, by telephone +46 (0)36 34 29 80, by fax +46 (0)36 12 56 99 or by e-mail to email@example.com. The notification must state the shareholders’ name, personal identity number or corporate registration number, daytime telephone number, the number of shares held and, where applicable, the number of assistants (maximum two) that will attend the meeting. Should a shareholder wish to be represented by proxy, a power of attorney and other legitimacy papers should be appended the notification. Proxy forms are available at the company's website, www.sensys.se.
1. Opening of the meeting
2. Election of chairman of the meeting
3. Establishment and approval of voting list
4. Approval of the agenda of the meeting
5. Election of one or two persons to verify the minutes
6. Determination as to whether the meeting has been duly convened
7. The board of directors’ proposal on new issue
8. Closing of the meeting
New issue (item 7)
The board of directors proposes that the general meeting resolve on a new issue of so called units. The company’s shareholders shall be entitled to subscribe for the units with pre-emptive rights. One unit shall be composed of one or several shares and one or several warrants of two different series. The warrants shall entitle to subscription for new shares in the company during March and October 2013, respectively.
The record date for the right to participate in the new issue shall be 26 March 2012. Subscription for units shall be made during the period 29 March – 16 April 2012.
Units not subscribed for with pre-emptive rights shall be allocated to those who have subscribed for units by utilizing subscription rights and given notice of their interest to subscribe for additional units without pre-emptive rights, whereby – in the event of over-subscription – allocation shall be made pro rata in relation to the number of subscription rights utilized for subscription by such persons and, to the extent this is not possible, by the drawing of lots. Thereafter, allocation shall be made to other persons that have subscribed for units without pre-emptive rights, whereby – in the event of over-subscription – allocation shall be made in relation to the number of units thereby subscribed for and, to the extent this is not possible, by the drawing of lots. Any remaining units shall be allocated to persons whom, under an agreement with the company, have undertaken to subscribe for units in the new issue, in relation to made undertakings.
The board of directors shall be authorized to, no later than on 15 March 2012, determine (i) the amount by which the company’s share capital shall be increased, (ii) the number of shares to be issued, (iii) the amount payable for each new share, (iv) the number of warrants of each series to be issued and (v) the subscription price when the warrants of each series are utilized for subscription for new shares.
The above implies that (i) the number of shares and warrants in each unit, (ii) the number of units that each existing share shall give pre-emptive rights to subscribe for and (iii) the subscription price for each unit, is determined through the board of directors’ resolution based on the authorization.
For further details and information on the background and reasons for the new issue, please refer to Sensys Traffic’s press release on 24 February 2012.
The board of directors’ complete proposal for resolutions and adjacent documentation will be available at the company's offices and on its website, www.sensys.se, no later than three weeks prior to the meeting, and will be sent to shareholders who so request and who provide their postal address.
Shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
There is a total of 287,902,734 shares and votes in Sensys Traffic AB
Jönköping in February 2012
The board of directors of Sensys Traffic AB (publ)
Sensys Traffic is obliged to publish the information contained in this press release pursuant to the Swedish Securities Market Act. The information was submitted for publication at 08.55 on 24 February 2012.
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