Notice of extraordinary general meeting in ChromoGenics AB (publ) on 18 December 2019
The shareholders in ChromoGenics AB (publ) corp. reg. no 556630‑1809 (the “Company”) are hereby convened to an extraordinary general meeting on Wednesday 18 December 2019, at 10 a.m. at the Company’s premises on Söderforsgatan 1 in Uppsala.
Notice etc.
Shareholders who wish to participate at the extraordinary general meeting must
- on Thursday 12 December 2019, be registered in the share register kept by Euroclear Sweden AB (the record date),
- notify his or her intention to attend the extraordinary general meeting no later than Monday 16 December 2019, by mail to Ullforsgatan 15, 752 28 Uppsala or by email to info@chromogenics.com stating “extraordinary general meeting” or by telephone to +46 18 430 04 30.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or similar), number of shares, address, telephone number, details on advisors if any, and, where applicable, details of representatives or proxies.
Nominee-registered shares
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB. Such registration must be duly effected in the share register on Thursday 12 December 2019. Shareholders must therefore advise their nominees well in advance of such date.
Proxy
Shareholders represented by proxy must submit a dated proxy. If the proxy is executed by a legal person, a copy of the certificate of registration or equivalent must be attached. The proxy may not be valid for a period longer than five years from its issuance.
The proxy in original and the certificate of registration, if applicable, shall be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. A proxy form is provided at the Company’s website, www.chromogenics.com, and will also be provided upon request.
Number of shares and votes
Per the date of this notice, there are 402 380 447 shares and votes in the Company.
Proposed agenda
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Election of one or two persons to attest the minutes
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- Resolution on adoption of new articles of association
- Resolution on authorisation to the board of directors to resolve on new issues of shares
- Closing of the general meeting
Proposals to resolutions
Item 1 – Opening of the general meeting and election of chairman of the general meeting
Mattias Prage, member of the Swedish Bar Association, is proposed as chairman of the general meeting.
Item 6 – Resolution on adoption of new articles of association
The board of directors proposes that the general meeting of shareholders resolves to adopt new articles of association regarding the limits for the share capital (§ 4) and the number of shares (§ 5) in accordance with the following.
Current wording
§ 4 The company’s share capital shall be not less than SEK 35 000 000 and not more than SEK 140 000 000.
§ 5 The number of shares in the company shall be not less than 175 000 000 and not more than 700 000 000.
Proposed wording
§ 4 The company’s share capital shall be not less than SEK 80 000 000 and not more than SEK 320 000 000.
§ 5 The number of shares in the company shall be not less than 400 000 000 and not more than 1 600 000 000.
It is proposed that the managing director, or any person appointed by the board of directors, is authorised to make such smaller adjustments to this resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 7 – Resolution on authorisation to the board of directors to resolve on new issues of shares
The board of directors proposes that the general meeting of shareholders resolves 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 an issue of new shares. The board of directors shall be authorised to resolve on an issue of shares with pre-emption rights for existing shareholders and on an issue in kind and/or by way of set‑off. The authorisation may be used for issues of shares within the limits of the Company’s articles of association.
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 in kind and/or by way of set-off is that the Company shall be able to carry out new issues of shares to raise capital to the Company.
It is proposed that the managing director, or any person appointed by the board of directors, is authorised to make such smaller adjustments to this resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirements
A resolution in accordance with item 6 is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the general meeting.
Information at the extraordinary general meeting
The board of directors and the managing director shall, upon request by a shareholder and where the board of directors determines it will not materially harm the Company, provide information on circumstances which may affect the assessment of a matter on the agenda.
Documentation
The board of directors’ complete proposals as well as other documents according to the Swedish Companies Act are available at the Company’s office (address above) and on the Company’s website www.chromogenics.com. The documents will also be sent, without charge, to shareholders who so request and provide the Company with their address. The documents will also be held available at the extraordinary general meeting.
Privacy notice
In connection with the extraordinary general meeting, the Company will process personal data in accordance with the Company’s privacy notice, available on the Company’s website www.chromogenics.com.
Uppsala in November 2019
ChromoGenics AB (publ)
The Board of Directors
Contact:
Jerker Lundgren, CEO
Lars Ericsson, CFO and Head of Communications
Tel: +46 (0) 18 430 04 30
E-mail: info@chromogenics.com
This information constitutes such information that ChromoGenics AB (publ) is obligated to disclose in accordance with the EU Market Abuse Regulation. The information was submitted by the above-mentioned contact persons for publication on 15 November 2019, at 11:30 CET.
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 G&W Fondkommission as Certified Adviser e‑mail: ca@gwkapital.se, tel.: +46 (0) 8 503 000 50 http://www.chromogenics.com
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