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.
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