Press release July 17, 2019
Notice of extra general meeting in Acarix AB
The shareholders of Acarix AB, reg. no. 559009-0667, (the "Company"), are hereby convened to the extra general meeting to be held on Friday 16 August 2019, at 10.00 at World Trade Center, Jungmansgatan 12 in Malmö, Sweden.
Right to attend the extra general meeting and notice.
Shareholders wishing to attend the extra general meeting must:
- on the record date, which is Saturday 10 August 2019, be registered in the share register maintained by Euroclear Sweden AB (since the record day occurs on a Saturday a shareholder must be registered in the share register maintained by Euroclear no later than Friday 9 August 2019). Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Friday 9 August 2019, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting; and
- notify their participation and any advisers (no more than two) at the general meeting no later than Monday 12 August 2019. Notice of participation at the general meeting shall be sent by regular mail to Acarix AB, c/o World Trade Center Malmö, Skeppsgatan 19, 211 11 Malmö or by e-mail info@acarix.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail to the address stated above, and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on 12 August 2019. A form proxy will be available for downloading on the Company´s website www.acarix.com.
Proposed agenda:
- Opening of the meeting
- Election of the chairman of the general meeting
- Preparation and approval of voting list
- Election of one person to certify the minutes
- Determination of whether the general meeting has been duly convened
- Approval of the agenda
- Resolution regarding amendments of the articles of association regarding the limits for the number of shares and the share capital
- Resolution regarding authorization for the board to issue shares (rights issue)
- Closing of the meeting
Proposals for resolutions:
Item 2: Election of the chairman of the general meeting
The board of directors proposes that Ian Gulam, LL.M., Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.
Item 7: Resolution regarding amendments of the articles of association regarding the limits for the number of shares and the share capital
The board of directors of the Company proposes that the extra general meeting resolves to amend the Company's articles of association as follows:
It is proposed that the limits for the share capital in the articles of association are changed from a minimum of SEK 15,000,000 and a maximum of SEK 60,000,000 to a minimum of SEK 23,000,000 and a maximum of SEK 92,000,000. The articles of association § 4 will thereby have the following wording:
"The share capital shall not be less than SEK 23,000,000 and not more than SEK 92,000,000."
It is also proposed that the limits for the number of shares in the articles of association are changed from a minimum of 15,000,000 and a maximum of 60,000,000 to a minimum of SEK 23,000,000 and a maximum of 92,000,000. The articles of association § 5 will thereby have the following wording
"The number of shares shall not be less than 23,000,000 and not more than 92,000,000."
A technical adjustment is also proposed regarding § 1 with respect to the Company name due to changes of the Swedish Companies Act where "firma" is no longer used, and which has been replaced with "företagsnamn".
It is finally proposed that the board of directors or a person appointed by the board of directors be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 8: Resolution regarding authorization for the board to issue shares (rights issue)
The board of directors of the Company proposes that the extra general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, within the limits of the articles of association, with preferential rights for the shareholders, to be paid in cash, in kind and/or by way of set-off.
The reasons for the authorization are to increase the Company's flexibility in connection with entering into new markets and to advance the commercialization of the Company's existing projects.
Issuances of new shares under the authorization shall be made on customary terms and conditions based on current market conditions.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Majority requirements
A resolution in accordance with item 7 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 23,027,376 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Complete proposals including the proposed articles of association, proxy forms and other documents that shall be made available in accordance with the Swedish Companies Act are available at the Company at c/o World Trade Center Malmö, Skeppsgatan 19 in Malmö and at the Company's website www.acarix.com, at least three (3) weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
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Malmö in July 2019
Acarix AB
The board of directors
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