The Extraordinary General Meeting of Loudspring Plc was held on 19 December 2018 in Helsinki. A total of 8 shareholders, 408,394 class A shares, 2,242,138 class K shares and 45,251,154 votes were represented in the meeting.
The Extraordinary General Meeting resolved on the following issues:
Authorizing the Board to decide on issuance of option rights
It was noted that the company has on 21 November 2018 entered into a EUR 2,500,000 convertible loan agreement with Nordic Environment Finance Corporation (“NEFCO”) as lender (the “Convertible Loan Agreement”).
It was resolved in accordance with the proposal of the Board of Directors to authorize the Board of Directors to decide, in one or more transactions, on the issuance of option rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows to enable implementation of the conversion in relation to the Convertible Loan Agreement against payment or without payment.
The number of options to be issued based on the authorization may in total amount to a maximum 2,500,000 option rights. Each option right shall entitle to subscribe for one (1) class A share.
The subscription price of the class A shares is EUR one (1) per one (1) class A share. If all offered class A shares will be subscribed, the aggregate subscription price will be EUR 2,500,000. The subscription price has been set according to what has been agreed in the negotiations regarding the issuance of the option rights entitling to class A shares in the Company. The class A shares shall be subscribed and paid by NEFCO setting off its receivables under the Convertible Loan Agreement, one (1) euro against one (1) class A share.
The Board of Directors is authorized to decide either on issuance of new class A shares or transfer of class A shares possibly held by the company. The authorisation entitles the Board of Directors to resolve on all terms and conditions of the issuance of option rights entitling to class A shares, including the right to deviate from the pre-emptive subscription right of the shareholders.
Further, based on this authorisation the Board of Directors resolves on any amendment to the terms and conditions of the Convertible Loan Agreement (including, for the avoidance of doubt, the terms and conditions relating to subscription of the options).
The Board of Directors is entitled to use the authorisation only in connection with the Convertible Loan Agreement, to issue the above-mentioned option rights and facilitate the conversion into the class A shares in the company through the exercise of option rights entitling to class A shares in the company.
The authorization is valid until 19 December 2023. This authorization does not revoke or amend any authorization previously given to the Board of Directors.
Board of Directors
Loudspring in Brief
Loudspring is an industrial group focused on saving natural resources. We own and operate Nordic growth businesses that are making a big environmental impact. We have a diversified business portfolio in order to balance out the fluctuations of individual companies’ performance. Our technologies save energy, water and materials in industry, real estate and in everyday life. Our business consists of two branches: Loudspring Industry – majority owned businesses, and Loudspring Ventures – minority ownerships.
The company group is listed on First North Finland under the ticker LOUD and on First North Stockholm under the ticker LOUDS.
Lassi Noponen, CEO Loudspring Plc. Tel. +358 40 501 5127, firstname.lastname@example.org
Thomas Bengtsson, Executive Chairman of Loudspring Plc. Tel. +46 70 515 40 40, email@example.com
Erik Penser Bank AB, Certified Advisor. Tel. +46 8 463 83 00
Malminrinne 1 b, 00180