Communiqué from extraordinary general meeting in ChromoGenics AB (publ)
An extraordinary general meeting in ChromoGenics AB (publ) was held on 7 August 2019 at Advokatfirman Lindahl’s office on Vaksalagatan 10 in Uppsala whereby the shareholders primarily resolved on the following matters.
Resolution to adopt new articles of association
The extraordinary general meeting resolved to adopt new articles of association. The resolution entails that the limits for the company’s share capital shall be not be less than SEK 35,000,000 and not more than SEK 140,000,000 and that the limits for the company’s number of shares shall not be less than 175,000,000 and not more than 700,000,000.
Resolution on approval of the board of directors’ decision to issue new shares with deviation from the shareholders’ pre-emption rights
The extraordinary general meeting resolved to approve the board of directors’ decision to issue new shares with deviation from the shareholders’ pre-emption rights on the terms and conditions set out below.
The resolution entails that the Company’s share capital may increase by not more than SEK 3,773,585 by an issue of not more than 18,867,924 new shares on the terms and conditions set out below.
- The right to subscribe for new shares shall, with deviation from the shareholders’ pre-emption rights, belong to the persons (or a wholly controlled company), and with the allocation, as stated below.
Name Number of shares
Wilhelm Risberg 9,433,962
Fredrik Lundgren 9,433,962 - The reason for the deviation from the shareholders’ pre-emption rights is to take advantage of the opportunity to obtain capital on favorable terms, in a time-efficient and cost-effective manner in accordance with a separate agreement with guarantors in connection with the rights issue which the board of directors in the Company resolved upon on 30 May 2019.
- Subscription shall be made through payment no later than 14 August 2019. The board of directors shall have the right to extend the subscription and payment period.
- The new shares are issued at a subscription price of SEK 0.53 per share.
- The subscription price for the new shares corresponds to the market price as estimated by the board of directors, however, with a discount on market terms.
- 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 been recorded in the share register kept by Euroclear Sweden AB.
- 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 on authorisation to the board of directors
The extraordinary general meeting resolved to authorise the board of directors to, on one or several occasions for the period up until the next annual general meeting, resolve on an issue of new shares, warrants and/or convertibles. The board of directors shall be authorised to resolve on an issue of shares, warrants and/or convertibles 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 the terms and conditions regarding issues under this authorisation and what persons shall be entitled to subscribe for the shares, warrants and/or convertibles. 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 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 is that the Company shall be able to raise capital, carry out strategically motivated collaborations or acquisitions and fulfil its contractual obligations. The authorisation may be used to issue not more than 36,437,989 shares, warrants and/or convertibles, which corresponds to approximately ten per cent of the total number of outstanding shares in the Company after the rights issue resolved by the board of directors on 30 May 2019 has been carried out and registered with the Swedish Companies Registration Office, and after the issue in accordance with item 7 on the agenda has been carried out.
The managing director is authorised to make such smaller adjustments to this resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
The resolutions from the extraordinary general meeting were adopted unanimously.
Uppsala on 7 August 2019
ChromoGenics AB (publ)
The board of directors
Contact
Jerker Lundgren, CEO
Lars Ericsson, CFO & Head of Communications
Telephone: +46 (0)705 497 644
Email: 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 centre 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, e-mail: ca@gwkapital.se, telephone: +46 (0)8 503 000 50. http://www.chromogenics.com
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