The shareholders of Acarix AB, reg. no. 559009-0667, (the "Company"), are hereby convened to the extra general meeting to be held on Friday 9 December 2022.
The extra general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the extra general meeting.
Information on the decisions of the extra general meeting will be published as soon as the outcome of the advance voting is finally compiled on 9 December 2022.
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 Thursday 1 December 2022, be registered in the share register maintained by Euroclear Sweden AB;
ii. notify the participation at the general meeting no later than Thursday 8 December 2022 by casting its advance vote in accordance with the instructions under the heading "Advance voting" below so that the advance voting form is received by the Company no later than that day.
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 Thursday 1 December 2022, 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 Monday 5 December 2022 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.
Advance voting
The shareholders may exercise their voting rights at the general meeting only by voting in advance, so called advance voting (postal voting) in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.acarix.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be at the Company's disposal no later than on Thursday 8 December 2022. The completed and signed form shall be sent by regular mail to Acarix AB, c/o Regus Hyllie, Hyllie Boulevard 34, 5 tr, SE-215 32 Malmö or by e-mail [email protected].
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions is included in the form for advance voting
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 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 Carl Bohman, L.L.M. at Baker McKenzie Advokatbyrå, is appointed as chairman of the general meeting and keeper of the minutes, or, in his absence, the person appointed by him.
Item 3: Preparation and approval of voting list
The voting list proposed for approval by the general meeting is the voting list established by the Company, based on the extra general meeting share register and incoming postal votes, and as verified by the person elected to certify the minutes.
Item 4: Election of one person to certify the minutes
The board of directors proposes that Carl Isaksson, at Baker McKenzie Advokatbyrå, or if he is prevented, the person assigned by the board of directors, to person to verify the minutes of the meeting. The task also includes checking the voting list and that incoming postal votes are correctly reflected in the meeting minutes.
Item 6: Approval of the proposed agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.
Item 7: Resolution regarding approval of the boards resolution on a rights issue:
The board of directors proposes that the general meeting approves the boards of directors resolution on a rights issue of a maximum of 188,979,145 shares and a maximum of 188,979,145 warrants as follows:
The new shares and warrants shall be issued in units, where each unit shall consist of one share and one warrant.
The subscription price is SEK 0.28 per unit (equivalent to SEK 0.28 per share), which corresponds to a total SEK 52,914,160.60 if all units are subscribed for. The warrants are issued at no consideration.
Two warrants series 2022:U 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 Growth Market during a period of 10 trading days immediately preceding, and including, 28 April 2023, however not less than SEK 0.10 and not more than SEK 0.45.
Subscription of a new share by exercise of warrant series 2022:U shall take place during the period from 2 May 2023 up to and including 16 May 2023.
Through the issuance of shares the Company's share capital will increase with a maximum of SEK 1,889,791.45. At subscription of shares through exercise of all warrants the Company's share capital may increase with an additional maximum of SEK 944,895.72 and the number of shares with an additional maximum of 94,489,572 shares.
Those who on the record date 13 December 2022 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 0.28 per unit. Shareholders receive three unit rights for each share held as of the record date. Four unit rights entitle the holder to subscribe for one unit in the rights issue consisting of one share and one warrant.
Subscription for units with unit rights shall be made by payment in cash during the period from 15 December 2022 up until and including 30 December 2022. Subscription for units without unit rights shall be made on a subscription list during the period from 15 December 2022 up until and including 30 December 2022. 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.
The complete terms and conditions for the warrants can be found on the company's website no later than two weeks prior to the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 251,972,194 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 c/o Regus Hyllie, Hyllie Boulevard 34, 5 tr, 215 32 in Malmö and at the Company's website www.acarix.com, at least two (2) 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 board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information at the general meeting on matters that may affect the assessment of an item on the agenda or the Company's financial information. Such duty to provide information applies also to the Company's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as specified in the foregoing sentence. A request for such information shall be received by the Company in writing no later than ten calendar days prior to the meeting, i.e., 29 November 2022 by post to the Company at Acarix AB, c/o Regus Hyllie, Hyllie Boulevard 34, 5 tr, SE-215 32 Malmö or by e-mail [email protected].. The information will be made available at the Company’s website, www.acarix.com and at the head office no later than on 4 December 2022. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its e-mail or postal address.
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.
****
Malmö in November 2022
Acarix AB
The board of directors