GWS Production AB: Resolution after 2018 Annual General Meeting

Today May 29th, 2018 the annual general meeting of GWS Production AB (publ) reg. no. 556776–4674 took place in Lund. A summary of the decisions made are contained in this press release. All the decisions were made by the required majority.

Establishing how to allocate the result.

The annual general meeting resolved to carry on the company´s loss, according to the boards suggestion in the Financial statements for 2017. The annual general meeting also resolved that no dividend should be paid for the financial year 2017. The annual general meeting further resolved to discharge of the board and managing director.

Resolution on number of board members, number of auditors and remuneration to the board and auditors.

The annual general meeting decided that the board shall consist of 6 board members and that remuneration to the chairman of the board shall be two (2) price base amounts (prisbasbelopp) while other board members shall have one (1) price base amount. The annual general meeting agreed to appoint one (1) auditor and that the remuneration to the auditor shall be approved with an invoice according to normal charging rate.

Election of board and auditor

The annual general meeting re-elected Sven Holmgren, Mathia Nalappan, Lars Lidgren, Deep Parekh and Hans Skalin as board members and additionally elected Semmy Rülf as new boardmember as well as chairman of the board of GWS Production AB. The annual general meeting further re-elected Ernst & Young Aktiebolag as auditor of the company until the next annual general meeting.

Resolution on a directed issue of warrants of series 2018/2021

The annual general meeting decided of a directed issue of subscription warrants entitled to subscribe for new shares in the Company.

Issue of subscription warrants of series 2018/2021

The issue, which embrace in total 800 000 subscription warrants of series 2018/2021, shall take place with deviation from the shareholders´ preferential rights according to the following terms:

1.Total amount of subscription warrants

The Company shall issue in total 800 000 subscription warrants which entitles to subscription of 800 000 new shares in the Company.

2.Right to subscribe

The right to subscribe the subscription rights shall, with deviation from the shareholders´ preferetial rights, solely fall to employees and key personnel in the GWS Group of companies.

• The CEO may subscribe in total 150 000 subscription warrants.
• Key personnel, senior executives and other employees within the Group may subscribe in total 650 000 subscription warrants.

3.Subscription price

The warrants should be emitted to a price equal to 350% of a calculated market value according to the Black & Scholes model based on the average share price between the period 16 May to 29 May 2018. The calculation should be performed by an external evaluation expert.

Resolution to authorise the Board to resolve on new issue of shares

The annual general meeting decided that the board is authorized to decide, at one or more occasions until the next annual general meeting, to issue new shares and thereby be able to resolve to disapply the shareholders pre-emption rights.

The number of new shares that may be issued may maximum amount to fifteen (15)% of the share capital of the Company at the date of the Annual General Meeting 2018.

New shares should be issued at a subscription price that closely correspond to the market price of the shares at the time of the issue, account taken to normal rebate, and payment can be in cash or in kind, through offset or other terms.

The purpose to issue new shares based on this resolution is to bring the Company working capital. The reason for disapplying the shareholders´pre-emption rights is bring the Company working capital and/or bring in new owners of strategic importance and /or make business aquisitions.

Resolution to form a holding company in Great Britain

The annual general meeting decided to form a holding company in Great Britain. GWS Production AB will own 51% of the new company and the remaining 49% will be divided among the management in Travelogix Ltd.

The reason for forming the holding company is to take advantage of new business possibilities based on the network of Travelogix´ management.

GWS today owns 51% of Travelogix and will own the same percentage in the holding company.