Communiqué from extraordinary general meeting in ChromoGenics AB (publ)

An extraordinary general meeting in ChromoGenics AB (publ) was held on 18 June 2019 at Advokatfirman Lindahl’s offices on Vaksalagatan 10 in Uppsala whereby the shareholders primarily resolved on the following matters.

Resolution on approval of the board of directors’ decision to issue new shares with pre-emption rights for existing shareholders

The extraordinary general meeting resolved to approve the board of directors’ decision to issue new shares with pre-emption rights for existing shareholders on the main terms and conditions set out below.

The board of directors’ resolution entails that the Company’s share capital may increase by not more than SEK 34,551,197.83 by an issue of not more than 172,755,980 new shares on the terms and conditions set out below.

1. The right to subscribe for new shares shall belong to those persons who on the record date for the new issue of shares are recorded as shareholders of the company, whereby one (1) existing share shall entitle to one (1) subscription right and one (1) subscription right shall entitle to subscribe for one (1) new share.
2. In the event that all new shares are not subscribed for with pre-emption rights, the board of directors shall, within the limits of the share issue, resolve on allocation of shares 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 shares and secondly to other subscribers in relation to subscribed amount, and if this cannot be made, through drawing of lots.
3. The record date for participation in the new issue of shares shall be Monday 24 June 2019.
4. Subscription with pre-emption rights shall be made by cash payment during the period from Wednesday 26 June 2019 to Friday 12 July 2019. The board of directors shall have the right to extend the subscription and payment period.
5. Subscription without pre-emption rights shall be made on a subscription list during the period from Wednesday 26 June 2019 to Friday 12 July 2019. Payment shall be made by cash payment no later than five banking days after information regarding allotment of shares has been sent. The board of directors shall have the right to extend the subscription and payment period.
6. The new shares are issued at a subscription price of SEK 0,50 per share. In the event of full subscription, the Company will receive SEK 86,377,990 (before transaction costs).
7. The new shares entitle to dividends for the first time on the first record date for dividends that takes place after the issue of new shares has been registered with the Swedish Companies Registration Office and the shares have been recorded in the share register kept by Euroclear Sweden AB.
8. 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.

Resolution to repeal the authorisation from the annual general meeting

The extraordinary general meeting resolved to repeal the resolution by the annual general meeting on authorisation to the board of directors to, on one or several occasions for the time until the next annual general meeting, decide on an issue of shares, warrants and/or convertibles.

Resolution on authorisation to the board of directors to resolve on a directed issue of new shares (for guarantees)

The extraordinary general meeting resolved to authorise the board of directors to, on one or several occasions for the period up to the next annual general meeting, resolve on an increase of the Company’s share capital by not more than SEK 2,600,000.138 by an issue of not more than 13,000,000 new shares. The board of directors shall be authorised to resolve on an issue of shares with deviation from the shareholders’ pre-emption rights and/or by way of set-off.

An issue in accordance with this authorisation shall be on market conditions. The board of directors shall be authorised to decide on the terms and conditions regarding issues under this authorisation and what persons shall be entitled to subscribe for the shares. The reason to propose that the board of directors shall be authorised to resolve on an issue with deviation from the shareholders’ pre-emption rights and/or by way of set-off is that the Company shall be able to fulfil its obligations to guarantees under certain subscription undertakings received by the Company in connection with the new issue of shares above.

The managing director is authorised to make such smaller adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Resolution on authorisation to the board of directors to resolve on a directed issue of new shares

It was resolved to authorise the board of directors to, on one or several occasions for the period up to the next annual general meeting, resolve on an increase of the Company’s share capital by not more than SEK 4,000,000.212 by an issue of not more than 20,000,000 new shares to Hörmann‑Verwertungen GmbH & Co. KG (or to its owner or to a company within the same group). The board of directors shall be authorised to resolve on an issue of shares with deviation from the shareholders’ pre-emption rights and/or on an issue in kind or by way of set-off or otherwise on such terms and conditions as referred to in the Swedish Companies Act.

An issue in accordance with this authorisation shall be on market conditions. The board of directors shall be authorised to decide on the terms and conditions regarding issues under this authorisation. The reason to propose that the board of directors shall be authorised to resolve on an issue with deviation from the shareholders’ pre-emption rights and that the board shall be authorised to decide on an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to above is that the Company shall be able to issue shares in connection with an acquisition of machine equipment where part of the purchase price shall be paid in shares.

The managing director is authorised to make such smaller adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

The resolutions from the annual general meeting were adopted unanimously.

Uppsala on 18 June 2019

ChromoGenics AB (publ)

The board of directors

Contact

Jerker Lundgren, chief executive officer
Lars Ericsson, chief financial officer & head of communications
Telephone: +46 (0)705 497 644
Email: info@chromogenics.com
Certified Adviser: G&W Fondkommission, e-mail: ca@gwkapital.se, telephone: +46 (0)8 503 000 50

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 Stockholm with G&W Fondkommission as Certified Adviser. http://www.chromogenics.com

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