Notice of Extraordinary General Meeting in Dignitana AB (publ)

NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.

The shareholders of Dignitana AB (publ) reg. no. 556730-5346 (the “Company”) are hereby given notice to attend the Extraordinary General Meeting (the “EGM”) on 12 March 2024 at 15.00 CET at Turning Torso, Lilla Varvsgatan 14, 211 15 in Malmö. Registration starts at 14.30 CET.

Right to participate

Shareholders that wish to participate in the EGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 4 March 2024 and shall have notified the Company of their intention to participate at the EGM no later than on 6 March 2024. Notice to participate shall be given in writing by e-mail to dignitana@fredersen.se or by post to Dignitana AB (publ) c/o Fredersen Advokatbyrå, Birger Jarlsgatan 8, 114 34, Stockholm. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the EGM. Such registration, which may be temporary, must be effected no later than on 6 March 2024 and shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy

If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the EGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the EGM. Power of attorney forms are available at the Company and on the Company’s website, www.dignitana.com, and will be sent upon request to any shareholder who states their postal address.

Proposal of agenda

1. Opening of the meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the meeting has been duly convened
7. Resolution on approval of the Board of Directors’ resolution on a new issue of shares with pre-emption rights for the shareholders
8. Closing of the meeting

The Board’s proposals

Resolution on approval of the Board of Directors’ resolution on a new issue of shares with pre-emption rights for the shareholders (item 7)

The Board of Directors proposes that the EGM resolves to approve the Board of Directors’ resolution on a new issue of shares with pre-emption rights for the shareholders. The resolution shall otherwise be subject to the following conditions:

1. The share capital is increased with not more than SEK 1,006,773.60 through an issue of not more than 10,067,736 shares.

2. Possession of one (1) share on the record date on 14 March 2024, entitles the holder to one (1) subscription right. Seven (7) subscription rights entitle the holder to subscribe for one (1) share.

3. The subscription price for each share shall amount to SEK 1.90.

4. The part of the subscription price for the shares that exceeds the quotient value of the share shall be added to the non-restricted share premium reserve.

5. The right to subscribe for shares shall accrue with pre-emptions rights to those who, as of the record date on 14 March 2024, own shares in the Company.

6. If all shares are not subscribed for with the support of pre-emption rights, the Board of Directors shall resolve on allotment, within the limits of the maximum amount set out in the rights issue. Allotment will be determined on the following grounds:

1. firstly, to those who have subscribed for shares with the support of subscription rights and who wish to subscribe for additional shares (regardless of whether they were shareholders on the record date or not), pro rata their subscription with the support of subscription rights, and, to the extent that this cannot be done, by drawing lots;
2. secondly, to others who have registered an interest in subscribing for shares without the support of subscription rights (and who are not covered by point a) above), pro rata their notified interest, and, to the extent that this cannot be done, by drawing lots;
3. thirdly, to persons who have provided underwriting undertakings regarding subscription of shares. 

7. The subscription period shall take place from and including 18 March 2024 up to and including 2 April 2024.

8. Subscription by use of subscription rights shall be made through payment no later than on 2 April 2024. Subscription without use of subscription rights shall be made on a subscription list whereby payment shall be made no later than three banking days from when the notification regarding allotment was sent.

9. The Board of Directors shall be entitled to extend the subscription and payment periods. Such extension should be made no later than on the last day of the subscription period. 

10. The new shares entitle the holder to dividend on the first record date for dividend regarding shares which takes place after they have been registered with the Swedish Companies Registration Office (Sw. Bolagsverket) and with Euroclear Sweden AB.

11. The CEO, or the person he or she appoints, shall be authorised to make the minor adjustments in the resolution and the terms and conditions that may prove necessary in connection with registration and execution.

Further information

As per the date of the issue of this notice, the total number of shares and votes in the Company are 70,474,155. The Company does not hold any own shares. 

Proxy forms, the Board’s complete proposal as well as complete underlying documentation will be made available by the Company and at the Company's website at least two weeks before the EGM. The documents will be sent to shareholders who request it and who provide their postal address.

The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act.

The Company has its registered office in Lund.

Processing of personal data

For information on how your personal data is processed, see: 

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Lund, February 2024

Dignitana AB (publ)

The Board of Directors

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For More Information Contact 

Melissa Bourestom, Chief Communications Officer,  melissa.bourestom@dignitana.com  +1 469-518-5031

About Dignitana

Dignitana AB is the world leader in clinically superior scalp cooling technology. The company produces The DigniCap® Scalp Cooling System, a patented medical cooling device that offers cancer patients the ability to minimize hair loss during chemotherapy. FDA cleared since 2015, DigniCap provides continuous cooling with high efficacy, safety and patient comfort. Hailed internationally as a life-changing medical advancement for cancer patients, The DigniCap Scalp Cooling System was invented in 1999 by a Swedish Oncology nurse and has been available in Europe since 2001.  Dignitana AB is listed on Nasdaq First North Growth Market in Sweden with headquarters in Lund, Sweden and US operations based in Dallas, Texas in the United States.  Company subsidiaries are Dignitana, Inc. in the United States and Dignitana S.r.l. in Italy. Certified Adviser is Redeye AB. Learn more at www.dignitana.com or www.dignicap.com. 

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