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Notice of extraordinary general meeting in ChromoGenics 17th January 2019
Shareholders in ChromoGenics AB (publ) are hereby convened to the extraordinary general meeting on Thursday 17 January 2019, at 13:00 at Advokatfirman Lindahl’s office on Vaksalagatan 10, Uppsala.
NOTICE OF EXTRAORDINARY GENERAL MEETING IN CHROMOGENICS
The shareholders in ChromoGenics AB (publ), reg. no. 556630-1809 (the “Company”) are hereby convened to the extraordinary general meeting on Thursday 17 January 2019, at 13:00 at Advokatfirman Lindahl’s office on Vaksalagatan 10, Uppsala.
Shareholders who wish to participate at the extraordinary general meeting must:
– on Friday 11 January 2019 be registered in the share register kept by Euroclear Sweden AB, and
– notify his or her intention to attend the extraordinary general meeting by mail to Ullforsgatan 15, 752 28 Uppsala stating “extraordinary general meeting”, by telephone to +46 18 43 00 430 or by email to email@example.com at the latest Tuesday 15 January 2019.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or similar), address and daytime telephone number, number of shares, details on advisors if any, and where applicable, details of representatives or proxies.
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register on Friday 11 January 2019, and the shareholders must therefore advise their nominees well in advance of such date.
Shareholders represented by proxy must submit a dated proxy. If the proxy is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The proxy may not be valid for a period longer than five years from its issuance. The original proxy and certificate of registration should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. The Company provides a form of proxy at request and it is also available at the Company’s website, ChromoGenics.
Number of shares and votes
As of the date of this notice, there are a total of 43,188,995 shares in the Company. The total number of votes are 43,188,995.
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- Resolution on adoption of new Articles of Association
- Resolution on approval of the Board’s decision to issue new shares with pre-emption rights for existing shareholders
- Resolution on authorization for the board of directors to issue new shares
- Closing of the general meeting
Item 1 – Opening of the general meeting and election of chairman of the general meeting
Lawyer Mattias Prage is proposed as chairman of the general meeting.
Item 6 – The board’s proposal for resolution on adoption of new Articles of Association
In order to enable the issuance of shares with pre-emption rights in accordance with item 7 of the agenda, the board proposes that the shareholders’ meeting resolves 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:
|Current wording||Proposed wording|
|§ 4 The share capital shall amount to at least SEK 4,000,000 and no more than
|§ 4 The share capital shall amount to at least SEK 20,000,000 and no more than
|§ 5 The number of shares in the company shall be at least 20,000,000 and not more than 80,000,000.||§ 5 The number of shares in the company shall be at least 100,000,000 and not more than 400,000,000.|
For a valid resolution on the adoption of new articles of association, the proposal must be supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the meeting.
Item 7 – Resolution on approval of the Board’s decision to issue a new issue of shares with pre-emption rights for existing shareholders
The board of directors, resolved on 17 December 2018, subject to approval by the general meeting, 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 resolution on new issue of units is subject to approval by the general meeting and requires that the company’s articles of association are amended.
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.
Item 8 – Resolution on authorization for the board of directors to issue new shares
The board of directors proposes that the general meeting of shareholders resolves to authorize 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 authorized 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 authorization, corresponding to 20,000,000 shares.
The reason to propose that the board of directors shall be authorized 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.
A resolution on authorization for the board of directors to issue new shares is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Information at the Extraordinary General Meeting
The board of directors and the managing director shall, upon request by any shareholder and where the board of directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda.
The board of directors’ complete proposal under items 6-8 above as well as other documents according to the Swedish Companies Act will be held available at the Company’s office (address above) and on the website ChromoGenics not later than two weeks before the meeting, i.e. not later than Thursday 3 January 2019. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address. The documents will also be held available at the extraordinary general meeting.
Uppsala in December 2018
ChromoGenics AB (publ)
The board of directors
Jerker Lundgren, CEO
Susanne Andersson, CFO & Head of Communications
Tel: +46 18 430 04 30
Certified Adviser: G&W Fondkommission
This information constitutes such information that ChromoGenics AB (publ) is obligated to disclose in accordance with the EU Market Abuse Regulation. The information was submitted by the above-mentioned contact persons for publication on December 18, 2018, at 08.00 am CET.
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.