January 29, 2019
Cinnober Group
Regulatory

Notice convening an Extraordinary General Meeting of Cinnober Financial Technology AB (publ) Corp. ID No. 556548 – 9654

According to the request from Nasdaq Technology AB (publ), a wholly owned indirect subsidiary of Nasdaq, Inc., which after its public takeover offer to the shareholders of Cinnober Financial Technology AB (publ) (the "Company") holds more than nine tenths of the shares in the Company, the shareholders of the Company are convened to the Extraordinary General Meeting on Tuesday 12 February 2019 at. 5 pm on Kungsgatan 36, Stockholm. Registration can be done from 4:30 pm.

Participation

In order to be entitled to participate at the General Meeting, the shareholder must be registered in the share register at Euroclear Sweden AB (“Euroclear”) as of Wednesday 6 February 2019. The shareholders who have registered their shares with a nominee (such as in bank custody) must temporarily re-register their shares in their own name with Euroclear. Shareholders who would like such re-registration must notify the nominee well in advance of Wednesday 6 February 2019.

Shareholders who would like to participate in the Meeting must give notice of their participation in the Meeting no later than Wednesday 6 February 2019. This notice must be made in writing with Cinnober Financial Technology AB (publ), Kungsgatan 36, SE-111 35 Stockholm, Sweden or by e-mail to ir@cinnober.com. The notice should include name, personal or corporate identity number, address, phone number(s) and the registered shareholding.

The shareholder’s rights at the Meeting may be exercised by proxy. The Company provides a template proxy form that will be available on the Company’s website, www.cinnober.com, or can be obtained upon request. The proxy form should be sent to the Company at the address above well in advance of the Meeting and the original should be presented at the Meeting. Anyone representing a legal entity must also attach a copy of authorization documents indicating the authorized company signatory.

The shareholders are also reminded of the right at the Meeting to request information from the Board and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Stockholm, January 2019

The Board of Directors

 

Proposed agenda
  1. Election of Chairman of the Meeting
  2. Preparation and approval of the voting list
  3. Approval of the agenda
  4. Election of one or two persons to check the minutes
  5. Determination as to whether the Meeting was duly convened
  6. Resolution of the number of Board members elected by the General Meeting
  7. Determination of the remuneration to the Board.
  8. Election of Board members and Chairman of the Board:
    a) Election of Board member: Lars Ottersgård
    b) Election of Board member: Lotta Wikner
    c) Election of Board member: Nicklas Brändström
    d) Election of the Chairman of the Board: Lars Ottersgård
  9. Closing of the Meeting
Proposed resolutions (items 6-8)

The Company has been informed that Nasdaq Technology AB, which on the day of this notice holds shares corresponding to more than 90 percent of the number of shares and votes in the Company, proposes the following:

The Board of Directors shall consist of three members.

No remuneration shall be paid to the members of the Board.

The following persons are elected to the Board for the period until the end of the next Annual General Meeting:

a) Lars Ottersgård (new election)
b) Lotta Wikner (new election)
c) Nicklas Brändström (new election)

The following person is elected Chairman of the Board for the period until the end of the next Annual General Meeting:

d) Lars Ottersgård (new election)

Lars Ottersgård, Lotta Wikner and Nicklas Brändström are employed within the Nasdaq Group.

In light of the new ownership conditions in the Company, the Nomination Committee has not been involved in the preparation of the above proposals.



For further information, please contact:

Thomas Bendixen
General Legal Councel
Cinnober Financial Technology AB
Tel: +44 7826 913038
thomas.bendixen@cinnober.com

Anna Hallgren
Co-Head of Marketing and Corporate Communications
Cinnober Financial Technology AB
Tel. +46 73 347 87 20
anna.hallgren@cinnober.com

 

About Cinnober Financial Technology

Cinnober Financial Technology, now a part of Nasdaq, includes the subsidiaries Cinnober, Simplitium and Minium. The Group provides business-critical solutions and services for trading, clearing, risk management and other financial services. The target group for its core business is trading venues, clearinghouses, banks and brokers.

Cinnober’s solutions are largely based on the TRADExpress™ Platform, incorporating everything needed for mission-critical solutions in terms of performance, robustness and flexibility. Among its clients are Asia Pacific Exchange, Australian Securities Exchange, B3, Bitstamp, Dubai Gold & Commodities Exchange, Euronext, Japan Exchange Group, Johannesburg Stock Exchange, London Metal Exchange, LME Clear, NYSE, OCC and Stock Exchange of Thailand.

For additional information, please visit https://group.cinnober.com.

Cinnober’s shares are traded on the Nasdaq First North exchange and the company’s Certified Advisor is FNCA (info@fnca.se, phone: +46 8 528 00 399).