The shareholders of
EXERCISE OF VOTING RIGHTS AT THE GENERAL MEETING
Shareholders who wish to exercise their voting rights at the General Meeting must:
- be registered as shareholder in the share register maintained by
Euroclear Sweden AB on14 May 2024 , or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder's own name for voting purposes in such time that the registration is completed on16 May 2024 ; and -
give notice of participation to the Company in accordance with the instructions set out under the heading "Notice of physical attendance in person or by proxy", or submit a postal vote in accordance with the instructions set out under the heading "Instructions for postal voting", not later than on
16 May 2024 .
Notice of physical attendance in person or by proxy
Shareholders who wish to attend the General Meeting physically, in person or by proxy, shall give notice to the Company thereof either by e-mail to ir@episurf.com or by post to
Shareholders who do not wish to participate at the General Meeting physically in person or exercise their voting rights by postal voting, may exercise their voting rights at the General Meeting through a proxy with a written, signed and dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or an equivalent authorisation document for the legal entity must be enclosed.
In order to facilitate the registration at the General Meeting, powers of attorney, certificates of registration and other documents of authority should be received by the Company at the address
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the postal voting form and follow the instructions that are available on the Company's website (www.episurf.com). The shareholder may not provide the postal vote with special instructions or conditions. If so, the postal vote is invalid in its entirety.
The postal vote must be received by the Company not later than on
Shareholders who wish to revoke a submitted postal vote and instead exercise their voting rights by attending the General Meeting physically or by proxy must notify the secretariat of the General Meeting before the General Meeting is opened.
Shareholders who wish to participate at the General Meeting venue in person or by proxy, shall give notice thereof in accordance with what is stated under Notice of physical attendance in person or by proxy above. This entails that a notice submitted by postal voting only is not sufficient for a shareholder who wishes to participate at the General Meeting venue.
Personal data
Personal data obtained from the share register and postal voting forms as well as information on proxies will be used for registration, preparation of the voting list for the General Meeting and, where applicable, the minutes of the General Meeting. For information about how your personal data is processed, please refer to the Privacy Policy available on
PROPOSED AGENDA
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Election of one or two persons to approve the minutes of the Meeting
- Approval of the agenda
- Determination of whether the Meeting has been duly convened
- Resolution on approval of an issue of units consisting of shares of series B and warrants with preferential right for existing shareholders, and resolutions on amendments of the Articles of Association, reductions of the share capital and bonus issue
- Closing of the Meeting
PROPOSALS FOR RESOLUTIONS
Proposal under item 7: Resolution on approval of an issue of units consisting of shares of series B and warrants with preferential right for existing shareholders, and resolutions on amendments of the Articles of Association, reductions of the share capital and bonus issue
The Board of Directors' resolutions and proposals to General Meeting resolutions in general
The Board of Directors of
In order to enable the execution of the Rights Issue, the Board of Directors proposes that the General Meeting resolves on:
A.1 | Reduction of the share capital limits in the Articles of Association |
A.2 | Reduction of the share capital |
B.1 | Increase of the limits for the number of shares in the Articles of Association |
B.2 | Approval of the Board of Directors' resolution on rights issue of Units |
C.1 | Increase of the share capital limits in the Articles of Association |
C.2 | Bonus issue without issuance of shares |
In order to reduce the quota value of the Company's shares after the execution of the Rights Issue, the Board of Directors proposes that the General Meeting resolves on:
D.1 | Reduction of the share capital limits in the Articles of Association |
D.2 | Reduction of the share capital subject to approval from the Swedish Companies Registration Office or public court |
The Board of Directors' report and the Auditor's statement pursuant to Chapter 12, Section 7, Chapter 13, Section 6 and Chapter 14, Section 8 of the Swedish Companies Acts regarding events of material significance for the Company's position which have occurred subsequent to the presentation of the annual report, as well as an Auditor's statement pursuant to Chapter 20, Section 14, have been prepared and are held available on the Company's website.
The CEO, or anyone appointed by the CEO, shall be authorised to make such minor amendments to the General Meeting's resolutions in accordance with items A-D as may be necessary in connection with the registration with the Swedish Companies Registration Office and/or
A.1 Reduction of the share capital limits in the Articles of Association
In order to enable the execution of the Board of Directors' resolution proposal on a reduction of the share capital in accordance with item A.2 below, the Board of Directors proposes that the General Meeting resolves to amend the Company's Articles of Association as follows:
Current wording | Proposed new wording |
§ 4 Share capitalThe share capital shall not be less than | § 4 Share capitalThe share capital shall not be less than |
A.2 Reduction of the share capital
The Board of Directors proposes that the General Meeting resolves on a reduction of the Company's share capital of
The Board of Directors' statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act
The Board of Directors' proposal on approval of the Board of Directors' resolution on a rights issue of Units in accordance with item B.2 below, entails that the Company's share capital is increased with not more than
B.1 Increase of the limits for the number of shares in the Articles of Association
In order to enable the execution of the Board of Directors' resolution proposal on approval of the Board of Directors' resolution on a rights issue of Units in accordance with item B.2 below, the Board of Directors proposes that the General Meeting resolves to amend the Company's Articles of Association as follows:
Current wording | Proposed new wording |
§ 5 Number of sharesThe number of shares shall be not less than 90,930,755 and not more than 363,723,020. | § 5 Number of sharesThe number of shares shall be not less than 500,000,000 and not more than 2,000,000,000. |
B.2 Approval of the Board of Directors' resolution on a rights issue of Units
The Board of Directors proposes that the General Meeting resolves to approve the Board of Directors' resolution on an issue of Units consisting of shares of series B and warrants of series TO13 B with preferential right for existing shareholders, on the following terms and conditions.
- Each Unit consists of fifteen (15) shares of series B and six (6) warrants of series TO13
B. The Company shall issue not more than 33,383,180 Units, comprising not more than in total 500,747,700 shares of series B and not more than 200,299,080 warrants of series TO13 B. -
Through the new issue of shares of series B, the Company's share capital will be increased by not more than
SEK 5,007,477.00 (assuming implementation of the resolutions in accordance with item A above). Through the issue of warrants of series TO13 B, the Company's share capital will, upon full subscription and exercise of the warrants of series TO13 B for subscription of shares, increase by an additional amount of not more thanSEK 2,002,990.80 (assuming implementation of the resolutions in accordance with items A-D such that the quota value of the Company's share isSEK 0.01 ). -
The subscription price amounts to
SEK 3.60 per Unit, corresponding toSEK 0.24 per each share of series B. An amount exceeding the quota value of the shares shall be allocated to the non-restricted share premium fund. Payment shall be made in cash. The warrants of series TO13 B are issued without consideration. -
Each warrant of series TO13 B entitles to subscription of one (1) new share of series B in the Company, at a subscription price of
SEK 0.24 per share of series B. Upon exercise of warrants of series TO13B for subscription of shares of series B, an amount exceeding the quota value of the shares shall be allocated to the non-restricted share premium fund. Exercise of warrants of series TO13 B for subscription of shares of series B may be made from and including10 February 2025 until and including24 February 2025 . The complete terms and conditions (including provisions on recalculation) for the warrants of series TO13 B are held available on the Company's website. -
The shareholders have a preferential right to subscribe for Units in relation to the number of shares held on the record date on
24 May 2024 . One (1) share of series A or B held on the record date entitles to one (1) unit right. Eight (8) unit rights entitle to subscription of one (1) Unit. In addition, shareholders and other investors are offered the possibility to subscribe for Units without support of unit rights (i.e., without preferential right). -
Subscription of Units shall be made from and including
28 May 2024 until and including12 June 2024 . The Board of Directors is entitled to postpone or extend the subscription period. -
In the event that not all Units are subscribed for with support of unit rights, the Board of Directors shall, within the limits for the maximum amount of the issue, resolve on allotment of Units subscribed for without support of unit rights (i.e., without preferential right), whereby allotment shall be made in the following order:
- first, to those who have also subscribed for Units with support of unit rights, regardless of whether or not the subscriber was a shareholder on the record date, pro rata in relation to the number of Units subscribed for with support of unit rights, and, to the extent that this is not possible, by drawing lots;
- second, to others who have subscribed for Units without preferential right, pro rata in relation to the number of Units thus subscribed for without preferential right, and, to the extent that this is not possible, by drawing lots;
- third, to underwriters of the issue, in proportion to the respective guarantee commitment.
- Subscription of Units with support of unit rights shall be made through simultaneous cash payment. Subscription of Units without support of unit rights shall be made on a particular subscription list and thereby allotted Units shall be paid in cash not later than three banking days following a notice of allotment sent to the subscriber. The Board of Directors is entitled to postpone the time for the payment.
- Subscription shall only be made in Units and thus not in shares of series B or warrants of series TO13 B separately. Allotment shall be made in Units only. However, following the execution of the issue, the shares of series B and the warrants of series TO13B will be separated.
-
The new shares of series B and new shares of series B issued through exercise of warrants of series TO13 B shall entitle to dividend for the first time on the record date for dividend that occurs following the registration of the new shares of series B with the Swedish Registration Office and having been entered in the Company's share register kept by
Euroclear Sweden AB . -
The CEO, or anyone appointed by the CEO, shall be authorised to make such minor amendments to the resolutions above as may be necessary in connection with the registration with the Swedish Companies Registration Office and/or
Euroclear Sweden AB .
In order for holders of the Company's warrants of series 2020/2023(A) and series 2020/2023(B) to be entitled to participate in the issue with shares issued in connection with exercise of such warrants, such exercise of warrants shall be executed on
In case of exercise of the Company's warrants of series 2020/2023(A) and series 2020/2023(B) within the period of time stated above, the resolution shall be considered to entail that an additional number of not more than 578,568 Units (consisting of new shares of series B and warrants of series TO13 B) can be issued, including a corresponding additional increase of the Company's share capital through new issue of shares of series B and exercise of warrants of series TO13 B for subscription of shares.
The issue resolution is conditional upon that a prospectus regarding offer to the public of the new shares of series B and warrants of series TO13 B and admission to trading of the shares of series B is approved and registered by the
C.1 Increase of the share capital limits in the Articles of Association
In order to enable the execution of the Board of Directors' resolution proposal on a bonus issue in accordance with item C.2 below, the Board of Directors proposes that the General Meeting resolves to amend the Company's Articles of Association as follows:
Current wording (after amendment in accordance with item A.1 above) | Proposed new wording |
§ 4 Share capitalThe share capital shall not be less than | § 4 Share capitalThe share capital shall not be less than |
C.2 Bonus issue without issuance of shares
The Board of Directors proposes that the General Meeting resolves on a bonus issue, without issuance of shares, to increase the share capital by
D.1 Reduction of the share capital limits in the Articles of Association
In order to enable the execution of the Board of Directors' resolution proposal on reduction of the share capital in accordance with item D.2 below, the Board of Directors proposes that the General Meeting resolves to amend the Company's Articles of Association as follows:
Current wording (after amendment in accordance with item C.1 above) | Proposed new wording |
§ 4 Share capitalThe share capital shall not be less than | § 4 Share capitalThe share capital shall not be less than |
D.2 Reduction of the share capital subject to approval from the Swedish Companies Registration Office or public court
The Board of Directors proposes that the General Meeting resolves on a reduction of the Company's share capital of not more than
NUMBER OF SHARES AND VOTES
As of the date of this notice, the total number of shares in Episurf amounts to 267,065,447, of which 473,357 are shares of series A with three votes each, and 266,592,090 are shares of series B with one vote each. Accordingly, the total number of votes amounts to 268,012,161. The Company does not hold any own shares in treasury.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
The Board of Directors and the CEO shall, if requested by a shareholder and the Board of Directors believes that it can be done without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda.
DOCUMENTS
The complete proposals for resolutions and other documents that shall be made available prior to the General Meeting pursuant to the Swedish Companies Act will be made available at the Company and on the Company's website (www.episurf.com) not later than three weeks prior to the General Meeting. The documents will also be sent to the shareholders who request it and state their postal address. Such a request may be sent to
* * *
The Board of Directors
www.episurf.com
For more information, please contact:
Pål Ryfors, CEO,
Tel:+46 (0) 709 62 36 69
Email: pal.ryfors@episurf.com
Tel:+46 (0) 700 37 48 95
Email: veronica.wallin@episurf.com
About
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