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Comuniqué from extraordinary general meeting in ChromoGenics AB
An extraordinary general meeting was held on 17 January 2019 in ChromoGenics AB (publ) (”ChromoGenics” or the ”Company”) in Advokatfirman Lindahl’s facilities on Vaksalagatan 10 in Uppsala whereby the shareholders primarily resolved on the following matters.
Decision regarding adoption of new Articles of Association
The extraordinary general meeting resolved to amend the articles of association regarding the limits of the Company’s share capital and the number of shares (§ 4 and § 5) in accordance with the following:
§ 4 Aktiekapital
Aktiekapitalet skall utgöra lägst 4 000 000 kronor och högst 16 000 000 kronor.
§ 5 Antalet aktier
Antalet aktier i bolaget skall vara lägst 20 000 000 och högst 80 000 000.
§ 4 Aktiekapital
Aktiekapitalet skall utgöra lägst 20 000 000 kronor och högst 80 000 000 kronor.
§ 5 Antalet aktier
Antalet aktier i bolaget skall vara lägst 100 000 000 och högst 400 000 000.
Resolution regarding approval of the Board’s decision to issue new shares, with pre-emption rights for existing shareholders
The extraordinary general meeting resolved to approve the board of directors’ resolution on 17 December 2018 to issue shares with pre-emption rights for existing shareholders on the main terms set out below.
The board’s resolution implies that the Company’s share capital may be increased with not more than SEK 25,913,397.00 by an issue of not more than 129,566,985 new shares on the terms and conditions set out below.
The right to subscribe for new shares shall belong to those persons who on the record date for the new issue of shares are recorded as shareholders of the Company, where one (1) existing share shall entitle to three (3) subscription rights and one (1) subscription right shall entitle to subscribe for one (1) new share.
In the event that all new shares are not subscribed for with pre-emption rights the board of directors shall, within the limit of the maximum number of shares to be issued, resolve on allocation of shares that are not subscribed for with pre-emption rights. Such allocation shall firstly be made to subscribers that have used subscription rights in the issue in relation to the amount of subscription rights that each subscriber has used to subscribe for new shares and secondly to other subscribers in relation to subscribed amount, and if this cannot be made, through drawing of lots.
A new share that has been issued by virtue of a warrant entitles to participation in the new issue of shares, provided that such subscription has been executed no later than Friday 11 January 2019.
The record date for participation in the new issue of shares shall be Thursday 24 January 2019.
The new shares are issued at a subscription price of SEK 0.60 per share.
Subscription with pre-emption rights shall be made by cash payment during the period from 28 January 2019 to 15 February 2019. The board of directors shall have the right to extend the subscription and payment period.
Subscription without pre-emption rights shall be made on a subscription list during the period from 28 January 2019 to 15 February 2019. Payment shall be made in full by cash payment no later than five business days after information on allotment has been sent out. The board of directors shall have the right to extend the subscription and payment period.
The new shares entitle to dividends for the first time on the first record date for dividends that takes place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
The managing director, or any other person appointed by the board of directors, shall have the right to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Resolution on authorisation for the board of directors to issue new shares
The extraordinary general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors for the period up to the next annual meeting of shareholders to resolve, whether on one or several occasions, to adopt decisions on an issue of shares with deviation from the shareholders’ pre-emption rights.
The board of directors shall be authorised to adopt decisions on an issue by way of set-off or otherwise on terms and conditions. Other terms shall be determined by the board of directors based on the market situation prevailing at the time of the board of director’s resolution on an issue.
The share capital may not increase by more than 4,000,000 SEK in total by virtue of this authorisation, corresponding to 20,000,000 shares.
The reason to propose that the board of directors shall be authorised to resolve on a new issue of shares with deviation from the shareholders’ pre-emption rights is that the company shall be able to fulfil its obligations under certain subscription undertakings received by the Company in connection with the new issue of shares in item 7 above.
The subscription price for newly issued shares or warrants shall correspond to the market value for the shares as estimated by the board of directors.
The resolutions from the extraordinary general meeting were adopted unanimously.
Uppsala 17 January 2019
ChromoGenics AB (publ)
Jerker Lundgren, CEO
Tel: +46 (0)18 430 0430
Certified Adviser: G&W Fondkommission
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
ChromoGenics offers dynamic glass with controllable heat- and light transmission. The company’s unique technology ConverLight® provides sustainable solar control for increased indoor comfort and energy efficiency. ConverLight® also contributes to Green Building certifications. In 2016 the company started commercial sales to real estate projects in Scandinavia.
ChromoGenics is located in Uppsala, Sweden, and the technology is derived from the world leading research center at Ångström Laboratory at Uppsala University. The plant has been partly financed by a conditional loan from the Swedish Energy Agency. ChromoGenics share (CHRO) is listed on Nasdaq First North Stockholm with G&W Fondkommission as Certified Adviser. www.chromogenics.com