The shareholders of Acarix AB, reg. no. 559009-0667, (the "Company"), are hereby invited to the extra general meeting to be held on Friday 9 June 2023 at 11:00 CET at Baker McKenzie Advokatbyrå's premises on Vasagatan 7 in Stockholm.
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
i. on the record date, which is Wednesday 31 May 2023, be registered in the share register maintained by Euroclear Sweden AB; and
ii. no later than on Friday 2 June 2023 notify the Company of their participation and any assistants (no more than two) at the general meeting. The notification shall be in writing to Acarix AB, c/o Regus Hyllie, Hyllie Boulevard 34, 5 tr, 215 32 Malmö (please mark the mail with "Acarix AB EGM 2023") or via e-mail to christian.lindholm@acarix.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee registered shares
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 Wednesday 31 May 2023, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Friday 2 June 2023 will be considered in preparations of the share register.
Proxy etc.
Shareholders who are casting advance votes via proxy should submit a power of attorney, dated and signed by the shareholder, together with the advance vote. 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. If the shareholder is a legal person, certificate of registration or other documents of authority shall be attached to the form. A form proxy will be available for downloading on the Company´s website www.acarix.com.
Proposed agenda:
- Opening of the meeting and election of the chairman of the general meeting
- Preparation and approval of voting list
- Election of one or two persons to certify the minutes
- Examination of whether the general meeting has been duly convened
- Approval of the agenda
- Resolution regarding approval of the board of directors' resolution to issue shares
- Closing of the general meeting
Proposals for resolutions:
Item 1: Election of the chairman of the general meeting
The board of directors proposes that Carl Bohman, LL.M., at Baker McKenzie Advokatbyrå is appointed as chairman of the general meeting or, in his absence, the person appointed by him.
Item 6: Resolution regarding approval of the board of directors' resolution to issue shares
The board of directors proposes that the annual general meeting subsequently approves the board of director's resolution to issue a maximum of 7,198,853 shares, without preferential rights for the Company's shareholders as follows:
The total increase of the Company's share capital can amount to a maximum of SEK 71,998.53.
The subscription price for the new shares shall be SEK 0.37 per share, in total SEK 2,663,575.61 if all shares are subscribed for. The premium amount shall be contributed to the unrestricted premium reserve.
Right to subscribe for the new shares, without the shareholders' preferential rights, shall belong to the shareholders who has entered into undertakings to subscribe for shares in the Company.
Subscription shall be made on a subscription list no later than on 25 May 2023. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 31 May 2023. The board of directors is entitled to extend the last day for payment.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The reason for deviation from the shareholders' preferential right is that the Directed Issuance is carried out in proportion to the volume that warrant holders have chosen not to exercise. The warrant series was issued free of charge to all shareholders in the Company within the framework of a preferential issue of units, and the shareholders have thus had preferential rights when choosing to participate in the offer. The Company's board has made an overall assessment and carefully considered the possibility of acquiring capital through a rights issue, but believes that, among other things, it would entail a risk that the Company cannot meet the existing working capital needs and at the same time maintain an optimal capital structure. Before the Directed Issue, the Board has taken into account that in December 2022 the Company carried out a rights issue that was not fully subscribed and the warrant series was not fully subscribed. The Company's board has concluded that a rights issue compared to the Directed Issue (i) would take significantly longer to implement and thus entail an increased market risk exposure, (ii) would require significant guarantee commitments from an underwriting syndicate given the prevailing volatility in the market, which would entail additional costs and/or additional dilution depending on the type of consideration paid for such underwriting commitments, (iii) would likely have had to be made at a lower subscription price given the discount levels for rights issues recently completed in the market, and (iv) given the assessed the size of the Directed Issue that a potential issue proceeds from a rights issue of a corresponding size would be consumed by issue costs. In view of the above, the Company's board has made the assessment that a directed new share issue with a deviation from the shareholders' preferential right is the most favorable alternative for the Company and is in the best interest of the Company's shareholders. The Company therefore considers that the above-mentioned reasons outweigh the main rule that new issues must be carried out with preferential rights for the existing shareholders. The subscription price amounts to SEK 0.37 per share, which the Company deems to be in line with the market as it corresponds to the exercise price at which warrant holders of warrants of series 2022:U have had the right to convert to. Since the directed issue is closely related to a guarantee commitment, the Company's board of directors considers, after arm's length negotiations with the consortium, that the directed issue must follow the same conditions, and it is the board of directors’ assessment that the subscription price in will be in accordance with market conditions.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Majority requirements
Resolution in accordance with item 6 require support by shareholders holding not less than nine-tenths of both the shares voted and of the shares represented at the general meeting, due to the fact that the issue and transfer of warrants as well as issue of shares is made to persons who belong to one or more of the categories according to Ch. 16 of the Swedish Companies Act.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 392,088,552 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Copies of complete proposals, proxy forms, forms for advance voting and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at the address above at least two 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 May 2023
Acarix AB
The board of directors