Communiqué from annual general meeting in ChromoGenics AB (publ) 2020
The annual general meeting in ChromoGenics AB (publ), org.nr 556630-1809 (the ”Company”) was held on 14 May 2020 at the Company’s premises on Söderforsgatan 1 in Uppsala, whereby the shareholders mainly resolved on the following matters.
Annual report and profit and loss statement
The annual general meeting adopted the profit and loss statement and the balance sheet and resolved, in accordance with the board of directors’ proposal, that the result according to the adopted profit and loss statement should be carried forward in new account. No dividends will be paid for the financial year 2019.
Discharge from liability
The board of directors and the managing director were discharged from liability by the annual general meeting for the financial year 2019.
Remuneration to the board of directors and the auditor
It was resolved that remuneration shall be paid with SEK 200,000 for the chairman, and with SEK 100,000 for other members of the board of directors.
It was resolved that remuneration to the auditor is paid according to approved invoice.
Election of board of directors and auditor
The annual general meeting resolved that the board of directors shall consist of six (6) directors, without deputy directors.
The annual general meeting resolved, for the time until the end of the next annual general meeting, to re‑elect Marie Broman, Anders Brännström, Claes-Göran Granqvist, Peter Gustafson and Johan Hedin as members of the board of directors, and to elect Andreas Jaeger as new member of the board of directors. It was noted that Peter Edelsvärd had declined re-election.
The annual general meeting resolved to elect Johan Hedin as chairman of the board of directors.
It was resolved to elect the registered accounting firm Grant Thornton Sweden AB as auditor of the Company for the time until the end of the next annual general meeting, with certified auditor Micael Schultze as chief auditor.
Resolution on nomination committee
The annual general meeting resolved that the Company, in advance of the next general meeting, shall establish a nomination committee, which shall be tasked with the obligation to bring forward proposals regarding inter alia board of directors, auditor and remuneration to the board of directors and the auditor. It was resolved that the chairman shall instruct the three largest shareholders in the Company per 1 October 2020 to each appoint a representative that, together with the chairman of the board of directors, shall constitute the nomination committee.
Resolutions on reduction of the share capital, a directed issue of new shares, adoption of new articles of association and a reverse share split
Resolution on reduction of the share capital
The annual general meeting resolved to reduce the Company’s share capital by SEK 7,494690 for transfer to unrestricted equity. The reduction of the share capital shall be carried out without retirement of shares.
Through the reduction, the Company’s share capital is reduced from SEK 141,466,854.894690 to SEK 141,466,847.40. Hereby, the quotient value is reduced from SEK 0.200000011 per share to SEK 0.20 per share.
Resolution on a directed issue of new shares
To enable the proposed consolidated ratio for the reverse share split, the annual general meeting resolved to increase the Company’s share capital by SEK 12.60 by way of a directed issue of sixty-three (63) new shares.
The right to subscribe for the new shares belongs to, with deviation from the shareholders’ pre-emption rights, Erik Penser Bank AB (publ), with a right and an obligation to transfer the shares to enable consolidation. The reason for the deviation from the shareholders’ pre-emption rights is that the issue is undertaken for the purpose of achieving a total number of shares that is evenly divisible by the consolidation ratio.
The subscription price for the new shares is SEK 0.20 per share, which corresponds to the quotient value of the share. The reason for determining the subscription price at the quotient value of the share is that the issue is undertaken for the purpose of achieving a total number of shares in the Company that is evenly divisible by the consolidation ratio.
Resolution on adoption of new articles of association
The annual general meeting resolved to amend the provisions of the articles of association in accordance with the following.
§ 4 Share capital
The company’s share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000.
§ 5 Number of shares
The number of shares in the company shall be not less than 5,000,000 and not more than 20,000,000.
§ 8 Notice
Notice to attend a general meeting shall be advertised in The Official Swedish Gazette (Sw. Post- och Inrikes Tidningar) and on the company’s website. At the time of notice, information about the notice shall be advertised in Svenska Dagbladet.
A shareholder who wishes to participate at the general meeting shall, in addition to satisfying the requirements for participation set out in the Swedish Companies Act, notify the company thereof no later than the date specified in the notice to attend the general meeting. Such date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than five weekdays prior to the general meeting.
Assistants to shareholders will be admitted to the general meeting only if the shareholder notifies the company of the number of assistants (no more than two) in the manner prescribed in the previous paragraph.
Resolution on reverse share split
The annual general meeting resolved on a reverse share split with a consolidation ratio of 1:100, which entails that one hundred (100) existing shares are consolidated to one (1) share. The effect of the reverse share split is that the number of shares, which after the directed issue of new shares amount to 707,334,300 shares, are reduced to 7,073,343 shares. The reverse share split also entails that the share’s quotient value increases from SEK 0.20 to SEK 20.00.
The reason for the proposed reverse share split is that the Company wishes to achieve an expedient number of shares. The resolution is conditional upon that Erik Penser Bank AB (publ), prior to the reverse share split, transfers shares free of charge to those shareholders whose holding of shares is not evenly divisible by one hundred (100).
Resolution on reduction of the share capital
The annual general meeting resolved to reduce the Company’s share capital by SEK 140,052,191.40 for transfer to unrestricted equity. The reduction of the share capital shall be carried out without retirement of shares.
Through the reduction, the Company’s share capital is reduced from SEK 141,466,860.00 to SEK 1,414,668.60. Hereby, the quotient value is reduced from SEK 20.00 per share to SEK 0.20 per share.
Resolution on authorization for the board of directors to issue new shares, warrants and/or convertible instruments with pre-emption rights for existing shareholders
The annual general meeting authorized the board of directors, on one or several occasions until the end of the next annual general meeting, to increase the Company’s share capital through issues of new shares, warrants and/or convertible instruments.
The board of directors is authorized to issue new shares, warrants and/or convertible instruments with pre-emption rights for existing shareholders and with provisions on payment by non-cash consideration and/or by way of set-off. The authorization may be used for issues within the limits of the Company’s articles of association.
An issue in accordance with the authorization shall be on market conditions. The board of directors is entitled to decide on additional terms and conditions for issues under this authorization. The reason that the board of directors shall be authorized to resolve on issues with provisions on payment by non-cash consideration and/or by way of set-off is that the Company shall be able to carry out issues to raise capital for the Company.
Resolution on authorization of the board of directors to issue new shares, warrants and/or convertible instruments with or without pre-emption rights for existing shareholders
The annual general meeting authorized the board of directors, on one or several occasions until the end of the next annual general meeting, to increase the Company’s share capital through issues of new shares, warrants and/or convertible instruments.
The board of directors is authorized to issue new shares, warrants and/or convertible instruments with or without deviation from the shareholders’ pre-emption rights and with provisions on payment by non-cash consideration and/or by way of set-off or other provisions according to the Swedish Companies Act. The authorization may be used for issues of shares, warrants and/or convertible instruments corresponding to not more than twenty (20) per cent of the number of shares in the Company at the time when this authorization is first utilized.
An issue in accordance with the authorization shall be on market conditions. The board of directors shall be entitled to decide on additional terms and conditions for issues under this authorization and who shall be entitled to subscribe for the shares, warrants and/or convertible instruments. The reason that the board of directors shall be authorized to resolve on issues with deviation from the shareholders’ pre-emption rights and on provisions on payment by non-cash consideration and/or by way of set-off is that the Company shall be able to carry out issues to raise capital for the Company and carry out strategically motivated collaborations or acquisitions.
The resolutions at the annual general meeting were adopted unanimously.
Uppsala on 14 May 2020
ChromoGenics AB (publ)
The board of directors
Contact:
Jerker Lundgren, CEO
Lars Ericsson, CFO & Head of Communications
Tel: +46 (0) 18 430 04 30
E-mail: info@chromogenics.com
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
About ChromoGenics
ChromoGenics offers dynamic glass with controllable heat and light transmission and static glass with world leading performance. The company’s unique technology ConverLight® provides sustainable solar control for increased indoor comfort and energy efficiency. ConverLight also contributes to Green Building certifications. In 2016 the company started commercial sales to real estate projects in Scandinavia.
ChromoGenics is located in Uppsala, Sweden, and 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 Growth Market with Erik Penser Bank as Certified Adviser e-mail: certifiedadviser@penser.se, telephone: +46 (0) 8 463 83 00.
http://www.chromogenics.com