Shareholders in ChromoGenics AB (publ) are hereby convened to the extraordinary general meeting on Friday 15 December 2017, at 13:00 at Advokatfirman Lindahl’s office on Vaksalagatan 10, Uppsala.
NOTICE OF EXTRAORDINARY GENERAL MEETING IN CHROMOGENICS AB (PUBL)
The shareholders in ChromoGenics AB (publ) reg. no. 556630-1809 (the “Company”) are hereby convened to the extraordinary general meeting on Friday 15 December 2017, at 13:00 at Advokatfirman Lindahl’s office on Vaksalagatan 10, Uppsala.
Shareholders who wish to participate at the extraordinary general meeting must:
- on Saturday 9 December 2017 be registered in the share register kept by Euroclear Sweden AB (note that the record date is a Saturday, and therefore the shareholders must be registered in the share register at the latest on Friday the 8 December 2017), 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 018-43 00 430 or by e-mail to email@example.com at the latest Wednesday 13 December 2017.
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 8 December 2017 (since the record date is a Saturday), 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, http://www.chromogenics.com/sv.
Number of shares and votes
As of the date of this notice, there are a total of 23 214 326 shares in the Company. The total number of votes are 23 214 326.
1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Approval of the agenda
5. Determination as to whether the meeting has been duly convened
6. Decision regarding adoption of new Articles of Association
7. Resolution regarding approval of the Board’s decision to issue new so-called units, with pre-emption rights for existing shareholders
8. Closing of the general meeting
Item 1 – Opening of the general meeting and election of chairman of the general meeting
Advokat Mattias Prage is proposed as chairman of the general meeting.
Item 6 – The board’s proposal for decision regarding adoption of new Articles of Association
In order to enable the issuance of units 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 1,800,000 and no more than
|§ 4 The share capital shall amount to at least SEK 4,000,000 and no more than
|§ 5 The number of shares in the company shall be at least 9,000,000 and not more than 36,000,000.||§ 5 The number of shares in the company shall be at least 20,000,000 and not more than 80,000,000.|
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 regarding approval of the Board’s decision to issue a new issue of shares, so-called units, with pre-emption rights for existing shareholders
The board of directors, resolved on 16 November 2017, subject to approval by the general meeting, to issue so called units 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 9 285 730,90 (of which SEK 4 642 865,45 are attributable to increase due to issue of shares and SEK 4 642 865,45 are attributable to increase due to issue of warrants) by an issue of not more than 23 214 326 new so called units on the terms and conditions set out below:
Each unit consists of one (1) newly issued share in the Company and one (1) newly issued warrant in the Company of series 2017/2020. This means that a maximum of 23 214 326 new shares and a maximum of 23 214 326 new warrants may be issued.
The right to subscribe for new units shall belong to those persons who on the record date for the new issue of units are recorded as shareholders of the Company, where one (1) existing share shall entitle to one (1) unit right and one (1) unit right shall entitle to one (1) unit.
In the event that all new units are not subscribed for with pre-emption rights the board of directors shall, within the limit of the maximum number of units to be issued, resolve on allocation of units 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 units and secondly to other subscribers in relation to subscribed amount, and if this cannot be made, through drawing of lots.
To ensure that shares arising through subscription by virtue of warrants issued by the Company, shall give right to participate in the new unit issue, the subscription must be executed not later than the date set out in the terms of the warrants.
If full subscription for new shares takes place by use of outstanding warrants the resolution on new issue of units shall mean that the company’s share capital shall be increased further by not more than SEK 9 372,80051 through a new issue of not more than an additional 23 432 units.
The record date for participation in the new issue of shares shall be 4 January 2018.
The new units are issued at a subscription price of SEK 1.75 per unit which corresponds to a subscription price of SEK 1.75 per share. The warrants are issued free of consideration.
Subscription with pre-emption rights shall be made by cash payment during the period from 8 January 2018 to 22 January 2018. Subscription without pre-emption rights shall be made on a subscription list during the same period. Payment for units subscribed for without pre-emption rights shall be made by cash payment in accordance with instruction on a contract note which will be sent to those who have been allotted units. 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 dividend that take 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.
Each one (1) warrant entitles to subscribe for one (1) new share in the Company for SEK 3.50 (exercise price). Subscription of shares upon exercise of the warrants shall be made in accordance with the term and conditions for the warrants during the period from 10 January 2020 to 31 January 2020. After 31 January 2020 the warrants shall not entitle to subscription. In addition, customary terms and conditions shall apply in relation to the warrants.
A new share that has been issued by virtue of a warrant entitles to dividends for the first time on the first record date for dividend that take place after the subscription 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.
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 6-7 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 www.chromogenics.com not later than two weeks before the meeting, i.e. not later than Friday 1 December 2017. 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 November 2017
ChromoGenics AB (publ)
The board of directors
Thomas Almesjö, CEO
Susanne Andersson, CFO & Head of Communications
Tel: +46 18 430 0430
This information is such that ChromoGenics AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:30 CET on November 17, 2017.
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 is a leader in dynamic glass with controllable heat- and light transmission. The company’s unique electrochromic technology ConverLight™, provides sustainable solar control with increased indoor comfort and energy efficiency. In 2016 the company started commercial sales to real estate projects in Scandinavia.
ChromoGenics is located in Uppsala and has about 20 employees. 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.