Resolutions at ChromoGenics AB’s (Publ) Extraordinary General Meeting
ChromoGenics AB (publ) held its extraordinary general meeting on December 15, 2017 in the premises of Advokatfirman Lindahl on Vaksalagatan 10 in Uppsala.
Resolution to adopt new articles of association
The extraordinary general meeting resolved to amend the articles of association regarding the limits of the Company’s share capital and the number of shares (§ 4 and § 5) in accordance with the following:
§4 Share capital
The company’s share capital shall amount to not less than SEK 1,800,000 and not more than SEK 7,200,000.
§5 Number of shares
The number of shares in the company shall not be less than 9,000,000 and not more than 36,000,000.
§4 Share capital
The company’s share capital shall amount to not less than SEK 4,000,000 and not more than SEK 16,000,000.
§5 Number of shares
The number of shares in the company shall not be less than 20,000,000 and not more than 80,000,000.
Approval of the Board’s decision to issue a new issue of shares, so-called units, with pre-emption rights for existing shareholders
The extraordinary general meeting resolved to approve the board of director’s proposal to issue so called units with pre-emption rights for existing shareholders on the main terms set out below.
The resolution implies that the Company’s share capital may be increased with not more than SEK 9 285 730,90 (of which SEK 4 642 865,45 are attributable to increase due to issue of shares and SEK 4 642 865,45 are attributable to increase due to issue of warrants) by an issue of not more than
23 214 326 new so called units on the terms and conditions set out below:
Each unit consists of one (1) newly issued share in the Company and one (1) newly issued warrant in the Company of series 2017/2020. This means that a maximum of 23 214 326 new shares and a maximum of 23 214 326 new warrants may be issued.
The right to subscribe for new units shall belong to those persons who on the record date for the new issue of units are recorded as shareholders of the Company, where one (1) existing share shall entitle to one (1) unit right and one (1) unit right shall entitle to one (1) unit.
In the event that all new units are not subscribed for with pre-emption rights the board of directors shall, within the limit of the maximum number of units to be issued, resolve on allocation of units that are not subscribed for with pre-emption rights. Such allocation shall firstly be made to subscribers that have used subscription rights in the issue in relation to the amount of subscription rights that each subscriber has used to subscribe for new units and secondly to other subscribers in relation to subscribed amount, and if this cannot be made, through drawing of lots.
To ensure that shares arising through subscription by virtue of warrants issued by the Company, shall give right to participate in the new unit issue, the subscription must be executed not later than the date set out in the terms of the warrants.
If full subscription for new shares takes place by use of outstanding warrants the resolution on new issue of units shall mean that the company’s share capital shall be increased further by not more than
SEK 9 372,80051 through a new issue of not more than an additional 23 432 units.
The record date for participation in the new issue of shares shall be 4 January 2018.
The new units are issued at a subscription price of SEK 1.75 per unit which corresponds to a subscription price of SEK 1.75 per share. The warrants are issued free of consideration.
Subscription with pre-emption rights shall be made by cash payment during the period from 8 January 2018 to 22 January 2018. Subscription without pre-emption rights shall be made on a subscription list during the same period. Payment for units subscribed for without pre-emption rights shall be made by cash payment in accordance with instruction on a contract note which will be sent to those who have been allotted units. The board of directors shall have the right to extend the subscription and payment period.
The new shares entitle to dividends for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
Each one (1) warrant entitles to subscribe for one (1) new share in the Company for SEK 3.50 (exercise price). Subscription of shares upon exercise of the warrants shall be made in accordance with the term and conditions for the warrants during the period from 10 January 2020 to 31 January 2020. After 31 January 2020 the warrants shall not entitle to subscription. In addition, customary terms and conditions shall apply in relation to the warrants.
A new share that has been issued by virtue of a warrant entitles to dividends for the first time on the first record date for dividend that take place after the subscription of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
The resolution on new issue of units is subject to approval by the general meeting and requires that the company’s articles of association are amended.
The managing director, or any other person appointed by the board of directors, shall have the right to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
All decisions at the extraordinary general meeting were unanimous.
Complete proposals for resolutions and other documents pursuant to the Swedish companies act (sv. aktiebolagslagen) are available at the Company’s website www.chromogenics.com
ChromoGenics AB (publ)
Board of directors
Thomas Almesjö, CEO
Susanne Andersson, CFO & Head of Communications
Tel: +46 18 430 0430
This information is such that ChromoGenics AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 15:00 CET on December 15, 2017.
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
ChromoGenics is a leader in dynamic glass with controllable heat- and light transmission. The company’s unique electrochromic technology ConverLight®, provides sustainable solar control with increased indoor comfort and energy efficiency. In 2016 the company started commercial sales to real estate projects in Scandinavia.
ChromoGenics is located in Uppsala and has about 20 employees. The technology is derived from the world leading research center at Ångström Laboratory at Uppsala University. The plant has been partly financed by a conditional loan from the Swedish Energy Agency. ChromoGenics share (CHRO) is listed on Nasdaq First North Stockholm with G&W Fondkommission as Certified Adviser. www.chromogenics.com