The shareholders in
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the extraordinary general meeting in
Right to participate and registration
Shareholders who wish to attend the general meeting shall
- Be entered in the share register maintained by
Euroclear Sweden AB no later than13 May 2024 , and
- have notified the Company of their participation and any assistants (maximum two) no later than
15 May 2024 .
Notification must be made in writing to
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must register their shares in their own name in order to be entitled to vote at the Extraordinary General Meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures. Voting rights registrations completed (registered with
Proxy
Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or, if no such document exists, the corresponding authorisation document. Proxy forms for shareholders who wish to attend the meeting by proxy are available on the Company's website (www.ekobot.se) no later than two weeks before the meeting. The power of attorney and the certificate of registration may not have been issued more than one year before the date of the meeting, unless the power of attorney specifies a longer period of validity, but not more than five years. The original power of attorney and any registration certificate must be available at the Extraordinary General Meeting and a copy of the documents should be sent to the Company at the above address well in advance of the meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on an asset transfer and authorisation for the Board of Directors to finalise asset transfer agreements.
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 7 - Resolution on asset transfer and authorisation to the Board to finalise asset transfer agreements
As announced by the Company in a press release on
Summary of the transaction and main conditions
The purchase price for the Transaction amounts to
In addition to the purchase price, the Buyer has undertaken to take over one of the Company's existing loans, as well as another existing debt, amounting to a total of approximately
The transaction is conditional on, among other things, (i) the Buyer taking over the existing loan as described above and the lender approving the debtor swap, (ii) the Buyer taking over the other of the Company's existing debts and the creditor approving the debtor swap, (iii) the Buyer conducting tests of the Company's product during the period
Furthermore, the Transaction is conditional upon the extraordinary general meeting of the Company voting in favour of approving the Transaction.
Following the Transaction, the Company will continue to have the services and resources required to fulfil the listing requirements under the Nasdaq First North Growth Market rules.
In view of the above, the board of directors proposes that the general meeting resolves to approve the Transaction on the main terms set out above and authorises the board of directors, or the person appointed by the board of directors, to finalise the terms of the Transaction and enter into the asset transfer agreement for the Transaction.
OTHER
Shareholders' right to receive information
According to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the Board of Directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda. The Board of Directors and the CEO shall provide such information if the Board of Directors considers that it can be done without significant harm to the Company.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, see the privacy policy on Euroclear AB's website,
www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf.
Documents
Proxy forms will be made available to shareholders at the Company no later than two weeks before the meeting. The complete proposals for the resolution will be made available to shareholders at the Company no later than two weeks before the meeting. Proxy forms and other documents will be sent free of charge to those shareholders who so request and provide their postal address or e-mail address and will be published on the Company's website.
Number of shares and votes
At the time of issue of this notice, the total number of shares and votes in the Company amounts to 23,168,503. The Company does not hold any own shares.
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Västerås in
Board of Directors
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