Invitation to the Extraordinary General Meeting of Shareholders
Fenix Outdoor International AG (the "Company")
Dear Shareholder,
The Board of Directors is excited to welcome you to an extraordinary General Meeting. This important meeting aims to discuss significant updates about the Company's future.
Agenda Items for Discussion
Information on the Capital Reduction
The proposed capital reduction entails the cancellation of 112,898 treasury shares held by the Company. These shares have a nominal value of CHF 1.00 each. To execute this, the contribution reserves will be minimized by the current book value of these shares.
Resolution on the Capital Reduction
The Board proposes that the General Meeting approves the adjustments to the Company’s capital as follows:
- The share capital will be reduced from CHF 13,460,000.00 to CHF 13,347,102.00 by lowering it by CHF 112,898.00.
- The capital reduction will occur through:
- The annulment of the 112,898 registered shares with a par value of CHF 1.00 each.
- Utilizing the reduction amount to address the negative equity position related to treasury shares.
Amendment to the Articles of Association
The Board also proposes introducing a new article regarding conducting virtual General Meetings in the Articles of Association, enhancing accessibility for all shareholders.
Documentation Availability
Shareholders can find the special audit report beginning on February 10 at www.fenixoutdoor.se.
The draft of the new Articles of Association will be accessible on www.fenixoutdoor.se as of January 21.
Notification and Registration Details
Those wishing to participate in the General Meeting—either in-person, via proxy representation, or through the Independent Proxy—must be registered in the Company’s share registry by the end of the day on February 3. Notification should reach the Company no later than 1 p.m. on February 6 through telephone or email.
The notification must contain your name, identification number, address, email, phone number, and details of any accompanying advisors.
Shareholders holding shares through a nominee must register their shares in their own name to attend and vote. Be sure to instruct your nominee or broker well before the deadlines to ensure proper eligibility at the meeting.
Proxy Representation Options
If unable to attend, shareholders may appoint a representative, who does not necessarily need to be a shareholder, or the Independent Proxy, Dr. Philippe Meyer from PMH Partners AG.
A clear power of attorney should be submitted if attending through a representative, while instructions for the Independent Proxy must be submitted ahead of February 6.
Share Structure and Voting Rights
As of January 21, the total number of shares in Fenix Outdoor International AG stands at 35,060,000, comprising 24,000,000 category A shares and 11,060,000 category B shares. The Company holds 132,337 B-shares as treasury shares.
Zug, January 21
Fenix Outdoor International AG
On behalf of the Board of Directors
Martin Nordin, Executive Chairman
This press release contains essential information regarding the upcoming General Meeting and is provided by Fenix Outdoor International AG in compliance with EU Market Abuse Regulation and securities regulations.
Frequently Asked Questions
What is the purpose of the Extraordinary General Meeting?
The meeting aims to discuss the capital reduction and proposed amendments to the Articles of Association among other key topics.
How can I attend the meeting?
Shareholders must register by February 3 and notify the Company by February 6 to attend in person or via proxy.
What is the capital reduction proposal about?
The proposal involves canceling registered shares held as treasury shares to minimize capital and improve the financial standing of the Company.
Who can I appoint as a proxy?
You can appoint any person as your representative or the Independent Proxy Dr. Philippe Meyer.
Where can I find more information about the meeting?
More details and necessary documents will be available on www.fenixoutdoor.se.
