Invitation Extra General Meeting Fenix Outdooor International AG
21 January 2025 - 6:00PM
UK Regulatory
Invitation Extra General Meeting Fenix Outdooor International AG
Invitation to an Extraordinary General
Meeting of Shareholders of
Fenix Outdoor International AG (the
“Company”)
Dear Shareholder,
The Board of Directors is pleased to invite you to
an extraordinary General Meeting of the Company.
Date:
Tuesday, 11
February 2025, 11 am
Place: Park Hotel Zug;
Industriestrasse 14; CH-6302 Zug
I. Agenda
items and motions of the Board of Directors
1. Information
on the Capital Reduction
With the planned
capital reduction, 112,898 registered shares held by the Company as
treasury shares with a nominal value of CHF 1.00 each (B-shares)
are to be cancelled. For this purpose, the contribution reserves
shall be reduced by the current book value of the treasury
shares.
2. Resolution
on the Capital Reduction
The
Board of Directors proposes that the General Meeting approves the
reduction of the Company’s capital with the following
conditions:
a) the
share capital shall be reduced from CHF 13’460’000.00 by
CHF 112’898.00 to CHF 13’347’102.00
b) the
capital reduction shall be carried out in the following manner:
- by annulment of
112’898 registered shares with a par value of CHF 1.00 each
(B-shares)
- by using the
reduction amount for the cancellation of the negative position in
equity created for treasury shares in the amount of CHF
112’898.00
3. Amendment
of the Articles of Association
The
Board of Directors proposes that a new article 8.5 on the holding
of virtual General Meetings be included in the Articles of
Association.
II. Document
The special audit report will be available 10
February, 2025, at www.fenixoutdoor.se
Draft of new clause in Article of Associations will
be available at www.fenixoutdoor.se 21 January, 2025.
III. Notification
Shareholders who wish to attend (in person,
representation by proxy or by the Independent Proxy) the General
Meeting must be recorded in the Company's share register by Monday
3 February 2025 at the latest and must notify the Company no later
than Thursday, 6 February 2025, 1 p.m. by telephone +46 660 26 62
00, by mail to Fenix Outdoor International AG, Hemvärnsgatan 15,
171 54 Solna (Sweden) or by e-mail info@fenixoutdoor.se of their
physical attendance. An e-mail from the Company confirming the
receipt of the notification must be presented at the entrance in
order to be admitted to the extraordinary General Meeting. The
notification of the Shareholder must include name, personal
identification number (registration number), address, email address
(if applicable), phone number and the names of accompanying
advisors, if any.
Shareholders holding shares through a nominee must,
in order to be entitled to attend and vote (in person,
representation by proxy or by the Independent Proxy) at the
extraordinary General Meeting, temporarily register the shares in
their own name. For the shares to be re-registered in time,
shareholders should instruct the nominee, bank or broker that
manages the shares, well in advance of Monday 3 February 2025 for
temporary re-registration, so called voting registration. After the
shares have been registered in the shareholder’s own name, the
shareholder shall follow the instructions as set out above in this
section III.
IV. Representation
and proxy
Shareholders who do not personally attend the
General Meeting may be represented as follows:
- by any
representative, who does not need to be a shareholder; or
- by the designated
Independent Proxy being Dr. iur. Philippe Meyer (PMH Partners AG,
attn. Dr. jur. Philippe Meyer, Talstrasse 20, 8001 Zürich,
Switzerland. E-mail address: pmh@pmhpartners.com.
In case attendance is intended by representative,
the power of attorney should be submitted to the representative in
original along with the notification.
In case attendance is intended by the Independent
Proxy, the instruction form should be submitted along with the
notification to the Independent Proxy and in advance by e-mail (as
mentioned on the instruction form). Instruction forms are available
on the Company's website www.fenixoutdoor.se. The instruction form
must reach the Independent Proxy by e-mail no later than Thursday,
6 February 2025.
V. Shares
and votes
As of 21 January 2025, the total number of shares
and votes in Fenix Outdoor International AG are 35,060,000, whereof
24,000,000 are category A shares and 11,060,000 are category B
shares. As of 21 January 2025, the company holds 132,337 B-shares,
of these as treasury shares.
Zug, 21 January 2025
Fenix Outdoor International AG
On behalf of the Board of Directors
Martin Nordin, Executive Chairman |
|
This information is of the type that Fenix Outdoor International
AG is obliged to make public pursuant to the EU Market Abuse
Regulation, the Swedish Securities Markets Act and the Swedish
Financial Instruments Trading Act. The information was submitted
for publication through the agency of the contact persons set out
above, on January 21 2025 at 08 00 CET/CEST.
- Invitation Extra GM 2025 02 11 final
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