Notice of extraordinary general meeting of CELLINK AB (publ)
The shareholders of CELLINK AB (publ), Reg. No. 559050-5052 (“Cellink”), with registered office in Gothenburg, are hereby invited to the extraordinary general meeting on Friday, 11 September 2020.
Cellink is mindful of the health and well-being of its shareholders and employees. It´s important for Cellink to take a social responsibility and contribute to reduce the risk of transmission of the Covid-19. Due to the extraordinary situation the extraordinary 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 extraordinary general meeting.
Right to attend the extraordinary general meeting
Shareholders who wish to participate through advance voting in the general meeting must:
- firstly, be included in the share register maintained by Euroclear Sweden AB no later than on Thursday, 3 September 2020; and
- secondly, notify the company of their intention to participate in the general meeting by casting its advance votes 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 on Thursday, 10 September 2020.
Information submitted in connection with the notification will be computerised and used exclusively for the extraordinary general meeting. See below for additional information on the processing of personal data.
Nominee-registered shares
Shareholders whose shares are registered in the name of a bank or a securities institute must re-register their shares in their own names in order to be entitled to participate in the general meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB no later than Thursday, 3 September 2020, and shareholders must therefore inform their nominee well in advance of this date.
Advance voting
In view of the recent developments of the spread of the corona virus (Covid-19), the company has taken certain precautionary measures in relation to the extraordinary general meeting on Friday, 11 September 2020. The shareholders may exercise their voting rights at the general meeting only by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) 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.cellink.com. The advance voting form is considered as the notification of participation at the general meeting.
The completed voting form must be received by Cellink no later than on Thursday, 10 September 2020. The completed form shall be sent to the address: CELLINK AB, Arvid Wallgrens backe 20, SE-413 46, Gothenburg, Sweden. The completed form may alternatively be submitted electronically and is then to be sent to ir@cellink.com. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid.
Further instructions and conditions are included in the form for advance voting.
Proposed agenda
- Election of a chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination of whether the meeting was duly convened
- Approval of the board of directors’ resolution on a new share issue
Resolution proposals
Proposal regarding election of a chairman of the meeting (Item 1)
The board of directors has proposed that Carsten Browall, or the person proposed by the board of directors if he has an impediment to attend, shall be appointed chairman of the general meeting.
Proposal regarding preparation and approval of the voting list (Item 2)
The voting list proposed for approval by the general meeting is the voting list prepared by the company, based on the shareholders’ register for the general meeting and the advance votes received, and as verified by the persons elected to approve the minutes.
Proposal regarding election of one or two persons to attest the minutes (Item 4)
The board of directors has proposed that Anders Strid or, if prevented, the person or persons instead appointed by the board of directors, to be elected to attest the minutes of the general meeting together with the chairman. The task of attesting the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly reflected in the minutes of the general meeting.
Approval of the board of directors’ resolution on a new share issue (Item 6)
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution on a new share issue of not more than 1,625,000 B-shares, entailing an increase in the share capital of not more than SEK 40,625. The resolution shall otherwise be governed by the following terms and conditions.
- The right to subscribe for the new shares shall, with deviation from the shareholder’s pre-emption rights, only be granted to Carnegie Investment Bank AB (publ) on behalf of a limited number of Swedish and international institutional investors approached in advance.
The reasons for the deviation from the shareholders’ pre-emptive rights are that it is considered beneficial for CELLINK and its shareholders to broaden the shareholder base and to take advantage of the opportunity to raise capital on favorable terms for the company.
- The subscription price per share shall be SEK 160. The subscription price has been established through negotiations with certain institutional investors and is considered to constitute a fair market price.
- Subscription through cash payment for the newly issued shares shall take place no later than on 24 August 2020. The board shall be entitled to extend the subscription period.
- The new shares shall entitle to dividends from and including the first record day for dividends following the registration of the new shares in the shareholders’ ledger of the company maintained by Euroclear Sweden AB.
The CEO, or any person appointed by him, shall have the right to make any adjustments or amendments to the above resolutions that may be required in connection with the registration of such resolutions and to take any other measure deemed necessary for the execution of the resolutions.
Majority requirements
For a valid resolution in accordance with item 6 above, it is required that the proposal be supported by at least two thirds (2/3) of the shares represented and votes cast at the extraordinary general meeting.
Number of shares and votes
As per the date of this notice, the total number of outstanding shares in the company is 42,874,776, of which 1,500,000 are shares of series A, that entitle to ten votes per share, and 41,374,776 shares of series B, that entitle to one vote per share at the general meeting. As of the date of this notice Cellink holds no treasury shares.
Access to documents etc.
The board’s proposal according to item 6 above is presented in its entirety. The shareholders’ register for the meeting is made available at the head office of Cellink. Proxy forms for shareholders who would like to vote in advance through proxy are available at www.cellink.com.
Information at the meeting
The board of directors and the CEO 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 and of circumstances that may affect the assessment of the company’s or a subsidiary’s financial situation as well as regarding the company’s relationship with other companies within the group. A request for such information shall be sent by post to Arvid Wallgrens backe 20, SE-413 46, Gothenburg, Sweden or by e-mail to ir@cellink.com, no later than on 1 September 2020. The information will be made available at the company’s head office and on www.cellink.com no later than on 8 September 2020. The information will also be sent, within the same period of time, to any shareholder who so has requested and who has stated its address.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________________
Gothenburg in August 2020
CELLINK AB (publ)
The Board of Directors
For further information, please contact:
Erik Gatenholm, CEO Gusten Danielsson, CFO
Phone (Sweden): +46 73 267 00 00 Phone (Sweden): +46 70 991 86 04
Phone (US): +1 (650) 515 5566 Phone (US): +1 (857) 332 2138
Email: eg@cellink.com Email: gd@cellink.com
About CELLINK
CELLINK is a global life-science company providing technologies, products, and services to create, understand, and master cell and molecular biology, with a focus on three main application areas: bioprinting, analysis, and liquid handling & bioprocessing. The company develops and markets innovative cell culture technologies, enabling researchers in the life sciences to print human organs and tissues for pharmaceutical and cosmetic applications. Founded in 2016, CELLINK’s products have been adopted by researchers and scientists in more than 1,000 laboratories with more than 100 publication citations, the majority of the largest pharmaceutical companies and has been delivered to more than 55 countries around the world. The company’s vision is to create the future of medicine.
Visit www.cellink.com to learn more. CELLINK is listed on Nasdaq Stockholm Main Market under CLNK B.