The shareholders of Acarix AB, reg. no. 559009-0667, (the “Company”), are hereby convened to the extra general meeting to be held on Thursday 28 September 2023 at 09.00 CET at Baker McKenzie Advokatbyrå’s offices 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 20 September 2023, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than Friday 22 September 2023. The notification shall be in writing to Acarix AB, c/o Regus Hyllie, Hyllie Boulevard 34, 5 tr, 215 32 Malmö or via e-mail: 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 20 September 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 22 September 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
- Election of the chairman of the general meeting and appointment of keeper of the minutes
- 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 approval of the boards resolution on a preferential rights issue of units
- Closing of the meeting
Proposals for resolutions:
Item 2: 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 7: Resolution regarding approval of the boards resolution on a rights issue:
The board of directors proposes that the general meeting approves the board of directors’ resolution on a rights issue of a maximum of 271,720,806 shares, a maximum of 90,573,602 warrants series 2024:U1 and a maximum of 90,573,602 warrants series 2024:U2 as follows:
The new shares and warrants shall be issued in units, where each unit shall consist of three shares, one free warrant series 2024:U1 and one free warrant series 2024:U2.
The subscription price is SEK 0.60 per unit (equivalent to SEK 0.20 per share), which corresponds to a total SEK 54,344,161.20 if all units are subscribed for. The warrants are issued at no consideration.
One free warrant series 2024:U1 entitles to subscription of one new share in the Company at a subscription price equal to 70 percent of the volume weighted average price of the Company’s shares at Nasdaq First North Premier Growth Market during the period from and including 16 February 2024 up to and including 1 March 2024, however not less than SEK 0.25 and not more than SEK 0.50.
Subscription of a new share by exercise of warrant series 2024:U1 shall take place during the period from and including 6 March 2024 up to and including 20 March 2024.
The complete terms and conditions for the warrants series 2024:U1 can be found on the Company’s website no later than two weeks prior to the general meeting.
One free warrant series 2024:U2 entitles to subscription of one new share in the Company at a subscription price equal to 70 percent of the volume weighted average price of the Company’s shares at Nasdaq First North Premier Growth Market during the period from and including 23 August 2024 up to and including 6 September 2024, however not less than SEK 0.25 and not more than SEK 0.50.
Subscription of a new share by exercise of warrant series 2024:U2 shall take place during the period from and including 11 September 2024 up to and including 25 September 2024.
The complete terms and conditions for the warrants series 2024:U2 can be found on the Company’s website no later than two weeks prior to the general meeting.
Through the issuance of shares the Company’s share capital will increase with a maximum of SEK 2,717,208.06. At subscription of shares through exercise of all warrants the Company’s share capital may increase with an additional maximum of SEK 1,811,472.04, divided into 905,736.02 per warrant series, and the number of shares with an additional maximum of 181,147,204 shares.
Those who on the record date 2 October 2023 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right, to subscribe for new units at a subscription price of SEK 0.60 per unit. Shareholders receive one unit right for each share held as of the record date. Five unit rights entitle the holder to subscribe for one unit in the rights issue consisting of three shares, one free warrant series 2024:U1 and one free warrant series 2024:U2.
Subscription for units with unit rights shall be made by payment in cash during the period from 4 October 2023 up until and including 18 October 2023. Subscription for units without unit rights shall be made on a subscription list during the period from 4 October 2023 up until and including 18 October 2023. Payment for units subscribed for without unit rights shall be made no later than three days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.
If all of the units are not subscribed for with unit rights, the board will decide on allotment of units subscribed for without unit rights. Allotment will then be made firstly to persons who have applied for subscription without unit rights and who have subscribed for units with unit rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of units allotted through exercise of unit rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without unit rights, and in the case of oversubscription, pro rata to the number of units subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining units shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.
Subscription shall be made only in units and not for shares or warrants separately. Allotment shall be made in units only. However, after the issuance the shares and warrants will be separated.
The new shares, and new shares issued through exercise of warrants, will entitle to dividend for the first time on the record date for dividend that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
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.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 452,868,010 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Proxy form, the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company and at the Company’s website www.acarix.com 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-bolagsstammor-engelska.pdf.
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Malmö in September 2023
Acarix AB
The board of directors