Notice to attend the Extraordinary General Meeting in ChromoGenics AB (publ).

Thu, Oct 06, 2022 18:15 CET

N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.

Shareholders of ChromoGenics AB (publ) reg. no. 556630-1809 (the "Company"), are hereby invited to the Extraordinary General Meeting on 8 November 2022.

The Board of Directors has decided that the Extraordinary General Meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the general meeting in accordance with temporary legal rules. There will be no opportunity for shareholders to attend the general meeting in person or by proxy.

Notification etc.

Shareholders who wish to attend the Extraordinary General Meeting must be registered in the share register kept by Euroclear Sweden AB on 31 October 2022, or, if the shares are trustee-registered, request that the shares are registered in the shareholder’s own name for voting purposes by the trustee not later than on 2 November 2022, and notify their intention to participate by having submitted a postal vote in accordance with the instructions under the heading “Voting by post” below in such manner that the Company has received the postal vote by 7 November 2022, at the latest. Please note that a notification to attend the Extraordinary General Meeting can only be done by a postal vote.

Shareholders, who have trustee-registered shares with a bank or other trustee, must re- register the shares in their own name with Euroclear Sweden AB to be entitled to participate in the Extraordinary General Meeting. As set out above, such registration, which may be temporary, must be completed on 2 November 2022. This means that shareholders must inform the trustee (bank or broker) of this request in ample time prior to this date.

Voting by post

The Board of Directors has decided that the shareholders shall have the opportunity to exercise their voting rights by a postal vote pursuant to the Swedish Act (2022:121) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. When voting by post, the shareholder shall use the voting form and follow the Company's instructions that are available on the Company's website, www.chromogenics.com, and at the Company’s office, Ullforsgatan 15, SE-752 28 Uppsala.

A completed and signed voting form should be sent in writing to the Company by 7 November 2022 at the latest. The completed and signed voting form should be sent by mail to Advokatfirman Schjødt, Att: William Hellsten, Box 715, SE-101 33 Stockholm. The completed and signed form may alternatively be submitted electronically and is then to be sent to william.hellsten@schjodt.com with reference "ChromoGenics EGM 2022". If the shareholder votes by proxy, a written and dated power of attorney shall be enclosed with the voting form. Proxy form is available upon request and on the Company’s website, www.chromogenics.com. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the voting form.

Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal vote becomes invalid. Further information and conditions can be found in the voting form.

Proposed agenda

Opening of the general meeting
Election of Chairman of the meeting
Preparation and approval of the voting list
Approval of the agenda
Election of one or two persons to verify the minutes
Establishment of whether the meeting has been duly convened
Resolutions in connection with rights issue of units;
1. the Board of Directors' proposal regarding amendment to § 4 and § 5 in the Articles of Association
2. the Board of Directors' proposal regarding new issue of units with preferential rights for the shareholders
The Board of Directors’ proposal for authorization for the Board of Directors to resolve on issues of shares, warrants and convertibles with or without preferential rights for the shareholders
Closing of the General Meeting

Resolution proposals

Item 2 – Election of Chairman of the meeting

The Board of Directors proposes that the Extraordinary General Meeting elects Emil Hedberg, member of the Swedish Bar Association, from Advokatfirman Schjødt, or, in his absence, the person designated by the Board of Directors, as Chairman of the meeting.

Item 3 – Preparation and approval of the voting list

The voting list that is proposed to be approved under item 3 on the agenda is the voting list that the Company has prepared based on the shareholders register and received postal votes and which has been verified and approved by the persons to verify the minutes.

Item 5 – Election of one or two persons to verify the minutes

The Board of Directors proposes Adam Sirsjö from Advokatfirman Schjødt or, in his absence, the person designated by the Board of Directors, as person to verify the minutes.

Item 7 – Resolutions in connection with rights issue of units

Information regarding the Board of Directors’ proposal under item 7

The Board of Directors’ proposal for resolutions require, in addition to shareholders approval, shareholder resolutions to be passed at the general meeting in respect of amendments to the Articles of Association in relation to the limits for the share capital and the limits for the number of shares. The resolutions under Items 7 a) – b) are therefore to be considered as one proposal to be approved together in one resolution of the Extraordinary General Meeting. For a valid resolution, the proposal must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

Item 7 a) – The Board of Directors’ proposal regarding amendment to § 4 and § 5 in the Articles of Association

The Board of Directors proposes that the Extraordinary General Meeting resolves that the limits for the share capital in § 4 and the limits for the numbers of shares in § 5 of the Articles of Association shall be amended as follows.

§ 4.

The company’s share capital shall be not less than SEK 23,000,000 and not more than SEK 92,000,000.

§ 5.

The number of shares in the company shall be not less than 115,000,000 and not more than 460,000,000.

The resolution to amend the Articles of Association presupposes and is conditional upon the Extraordinary General Meeting resolving to approve the Board of Directors' resolution on the rights issue of units in accordance with the Board of Directors' proposal to the Extraordinary General Meeting.

The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration at the Swedish Companies Registration Office.

Item 7 b) – The Board of Directors' proposal regarding new issue of units with preferential rights for the shareholders

The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors' resolution to increase the Company's share capital with up to SEK 26,449,938 through a new issue of not more than 132,249,690 shares and to issue up to 79,349,814 warrants of series TO 5 which entitles to subscription of a total of 79,349,814 shares in the Company, whereby the share capital may increase with up to SEK 15,869,962.8 through the exercise of the issued warrants of series TO 5.

The new issues shall be treated as one resolution and carried out in the form of issuance of so-called units to existing shareholders with preferential rights under the following terms and conditions.
The right to subscribe for units shall vest in those who on the record date are registered as shareholders in the Company. Each shareholder has the preferential right to subscribe for units in proportion to the number of shares the holder previously owns.
One (1) existing share entitles to one (1) unit right. Four (4) unit rights entitle the holder to subscribe for three (3) units consisting of five (5) new shares and three (3) warrants of series TO 5.
The subscription price per unit is SEK 1.5, corresponding to a subscription price of SEK 0.3 per share. The warrants are issued without consideration. The share premium shall be transferred to the unrestricted premium reserve.
The record date for determining which shareholders are entitled to subscribe for units with preferential rights shall be 11 November 2022.
In the event that not all units are subscribed for by exercising unit rights, the board of directors shall, within the maximum limit of the Rights Issue, decide on allotment of units to the persons that have subscribed for units without unit rights. In such case, allotment of units shall firstly be made to the persons that have also subscribed for units by exercising unit rights, regardless if the subscriber was a registered shareholder on the record date or not, and, in the case of oversubscription, the allotment shall be made in relation (pro-rata) to the quantity of unit rights that was exercised for subscription, and, to the extent this is not possible, by drawing lots. Secondly, allotment of units shall be granted to other persons that only have applied for subscription without exercising unit rights, and, in the case of over-subscription, allotment shall be made in relation (pro-rata) to the number of units that each have applied to subscribe for, and, to the extent this is not possible, by drawing lots. Thirdly, the remaining units shall be allotted to the parties that have undertaken to guarantee the rights issue in accordance with their respective guarantee commitment agreements.
Subscription of units with unit rights shall be made by simultaneous cash payment during the period from 15 November 2022 to 29 November 2022. Subscription of units without unit rights shall take place during the same period on a separate subscription list. Payment for units subscribed for without the support of unit rights must be made in cash no later than the third business day after a settlement note has been sent to the subscriber. The Board of Directors shall have the right to extend the time for subscription and payment.
The new shares shall carry the right to dividends for the first time on the record date for dividends that falls immediately after the shares issued in the new share issue have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB. New shares issued after subscription through the exercise of warrants of series TO 5 shall carry the right to dividends for the first time on the record date for dividends that falls immediately after the new shares are registered at the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.
One (1) warrant of series TO 5 entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price paid for the Company's share on Nasdaq First North Growth Market during a period of 14 trading days ending on 7 March 2023 (including 7 March 2023), but not less than SEK 0.2 and not more than SEK 1 per share. Subscription of shares through the exercise of warrants shall take place during the period from and including 13 March 2023 up to and including 27 March 2023. Complete terms and conditions for the warrants can be found on the Company's website, www.chromogenics.com.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration at the Swedish Companies Registration Office.

The resolution on the rights issue of units presupposes and is conditional upon the limits for share capital and number of shares in the Articles of Association being changed in accordance with the Board of Directors' proposal to the Extraordinary General Meeting.

Item 8 – The Board of Directors’ proposal for authorization for the Board of Directors to resolve on issues of shares, warrants and convertibles with or without preferential rights for the shareholders

The Board of Directors proposes that the Extraordinary General Meeting shall resolve to authorize the Board of Directors to, on one or several occasions up until the Annual General Meeting 2023, resolve on issues of shares, warrants and/or convertibles with or without provisions of set-off or other conditions.

The number of shares that may be issued under the authorization, and the increase of

the share capital, shall not be limited other than by the limits for the number of shares

and share capital as set out in the Articles of Association in its registered wording at each

time. The Board of Directors shall have the right to determine all terms and conditions

for the share issue.

For a valid resolution, the proposal must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

Information at the Extraordinary General Meeting

Upon request by any shareholder and where the Board of Directors believes that it may be done without significant harm to the Company, the Board of Directors and the CEO shall provide information of circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the Company’s financial situation.

A request for such information should be made in writing to Advokatfirman Schjødt, Att: William Hellsten, Box 715, SE-101 33 Stockholm or by email to william.hellsten@schjodt.com with reference "ChromoGenics EGM 2022" at the latest on 29 October 2022. Requested information will be made available at the Company’s offices, Ullforsgatan 15, SE-752 28 Uppsala and at www.chromogenics.com by 3 November 2022, at the latest. Within the same time, the information will also be sent to the shareholder that has requested it and provided an address.

Use of personal data

For information regarding the processing of your personal data, please refer to the privacy policy of Euroclear Sweden AB, available on their website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Documents

Postal voting forms and forms for power of attorney are available for shareholders at the Company and on the Company’s website, www.chromogenics.com. Resolution documents will be made available to the shareholders at the Company and on the Company's website, www.chromogenics.com, no later than two weeks before the meeting and will be sent free of charge to the shareholders who request it from the Company and state their address.

_____________________________

Uppsala in October 2022

ChromoGenics AB (publ)

The Board of Directors

Contact:
Fredrik Fränding, CEO
Phone: +46(0)72 249 24 62
Email: info@chromogenics.com
ChromoGenics

About ChromoGenics
ChromoGenics is a PropTech company that produces dynamic glass for real estate. One company product, ConverLight® Dynamic, controls indoor comfort by optimising daylighting, good views and blocking solar heat, and thereby contributing to reducing costs for cooling. ConverLight® Dynamic is based on a patented solution where electrochromic coatings are sputtered onto plastic film and then laminated between glass layers. The plastic film is easy to transport which means long distance shipping of bulky glass can be avoided. ChromoGenics also offers ConverLight® Static, a static glass version, and a façade glazing solution, ConverLight® Energy. ChromoGenics has supplied glazing technology to a large number of major real estate companies. Its shares were listed on the Nasdaq First North Growth Market in 2017.

The company’s production site in Uppsala has been partly financed via conditional loans from the Swedish Energy Agency. ChromoGenics shares (CHRO) are listed on the Nasdaq First North Growth Market with Erik Penser Bank as Certified Adviser: certifiedadviser@penser.se, +46 (0)8 463 83 00.

ChromoGenics