Notice of Extraordinary General Meeting in Enzymatica AB (publ)
The shareholders in Enzymatica AB (publ), reg. no 556719-9244 (the "Company") are hereby invited to attend the Extraordinary General Meeting ("EGM") to be held on August 6, 2024 at 13:00 CET at Ideon Science Park, Scheelevägen 19 in Lund.
Notification etc.
Those who wish to participate in the annual general meeting must:
- be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances as per the record date of July 29, 2024; and
- give notice of intent to participate no later than July 31, 2024. Notification shall be made either in writing to Enzymatica AB, Att: Sriwarint Olsson, Ideon Science Park, Scheelevägen 19, SE-223 70 Lund, or by email, sriwarint.olsson@enzymatica.com.
The notice shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two (2). The notification should, where appropriate, be accompanied by proxies, registration certificates and other documents of authority.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the extra general meeting, register its shares in its own name at Euroclear Sweden AB so that the shareholder is listed in the share register as of the record date of July 29, 2024. Such registration may be temporary (so called voting rights registration), and a request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that has been made no later than July 31, 2024, will be considered in the presentation of the share register.
Proxies etc.
If shareholders are to be represented by a proxy, the proxy must bring a written, dated and signed by the shareholder power of attorney to the meeting. The power of attorney must not be older than one (1) year, unless a longer period of validity (but at most five (5) years) has been specified in the power of attorney. If the power of attorney has been issued by a legal entity, the representative must also have a current registration certificate or equivalent authorization document for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the general meeting. Proxy forms will be kept available on the Company's website, www.enzymatica.com, and at the Company's head office and will be sent by post to shareholders who contact the Company and state their address.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Drafting and approval of the voting list
- Approval of the agenda
- Election of one or two persons to countersign the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the resolution by the Board of Directors on a rights issue with preferential rights for the Company's shareholders
- Closing of the meeting
Resolution proposals
Item 2 – Election of chairman of the meeting
The Board of Directors proposes that attorney at law Markus Nivinger, Setterwalls Law Firm, shall be elected chairman of the meeting.
Item 7 – Approval of the resolution by the Board of Directors on a rights issue with preferential rights for the Company's shareholders
The Board of Directors proposes that the meeting approve the board's decision of 18 July 2024 that the Company's share capital should increase by a maximum of SEK 2,774,117.32 through a new rights issue of a maximum of 69,352,888 shares, each with a quota value of SEK 0.04.
The following terms and conditions shall apply to the issue.
1. The new shares must be subscribed with preferential rights by the Company's shareholders in relation to the number of shares they previously owned. For each share held on the record date, the shareholder receives a subscription right, whereby five (5) subscription rights entitle the holder to subscribe for two (2) new shares.
2. In the event that not all shares have been subscribed with the support of subscription rights, the Board of Directors must, within the framework of the maximum amount of the new issue, decide on the allocation of shares subscribed without the support of subscription rights. Such shares shall primarily be allocated to those who also subscribed for shares with the support of subscription rights, regardless of whether they were shareholders on the record date or not, pro rata in relation to the number of subscription rights that each exercised for subscription. Alternatively, such shares must be allocated to others, pro rata in relation to their reported interest. To the extent that allocation according to above cannot take place pro rata, allocation must be made by lottery. Any remaining shares must be allocated to those who guaranteed the new issue, pro rata in relation to the guaranteed amount.
3. The record date for determining which shareholders shall be entitled to subscribe for new shares with preferential rights shall be August 26, 2024.
4. The subscription price is SEK 1.90 per share, which in case of full subscription gives a total subscription liquid of a maximum of approximately SEK 131.8 million.
5. Subscription of new shares with the support of subscription rights must take place by simultaneous cash payment during the period from and including August 28, 2024, to and including September 11, 2024. Subscription of new shares without the support of subscription rights must take place during the same period on a separate subscription list. Payment for new shares that are subscribed for without the support of subscription rights must be paid in cash no later than the second banking day after the dispatch of the settlement note showing notification of the allocation of shares. The board shall have the right to extend the time for subscription and payment.
6. Premium must be added to the free premium fund.
7. The new shares shall carry the right to a dividend for the first time on the dividend record date that falls after the new issue has been registered with the Swedish Companies Registration Office.
8. Trading in subscription rights will take place during the period from and including August 28, 2024 to and including September 6, 2024. Trading in BTA (Paid-up Subscribed Shares) will take place from and including August 28, 2024, to and including around September 20 2024.
It was noted that documents in accordance with Chap 13 Sec 6 of the Companies Act had been presented in the proper order.
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 decision that may prove necessary in connection with registration of the decision at the Swedish Companies Registration Office or Euroclear Sweden AB.
Meeting documents
Documents that must be provided before the meeting according to the Swedish Companies Act will be kept available at the Company and on the Company's website, www.enzymatica.com, at least two weeks before the day of the meeting and will be sent free of charge to shareholders who request it and provide their postal address. In other respects, the Board of Directors’ complete resolution proposal appears in the notice.
Information at the meeting
The board and the managing director must, if a shareholder requests it and the board considers that it can happen without significant damage to the company, provide information about conditions that may affect the assessment of a matter on the agenda. The disclosure obligation also refers to the company's relationship with other group companies, the consolidated accounts and such relationships regarding subsidiaries as referred to in the previous sentence.
Shareholders who wish to submit questions in advance can do so by mail to Sriwarint Olsson with the address Enzymatica AB, Attn: "Extra general meeting 2024", Ideon Science Park, Scheelevägen 19, 223 70 Lund or by e-mail to sriwarint.olsson@enzymatica.com. Submitted questions should include the shareholder's name including the shareholder's social security number or corporate identity number. It is also recommended that submitted questions include the shareholder's mailing address, email address and telephone number.
Number of shares and votes
The total number of shares and votes in the Company on the day of this notice amounts to 173,382,220. The Company does not own any own shares.
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available at the webpage of Euroclear Sweden AB.
Translation
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
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Lund in July 2024
Enzymatica AB (publ)
The Board of Directors
For more information, please contact:
Claus Egstrand, CEO, Enzymatica AB
Phone: +44 7780 22 8385 | Email: claus.egstrand@enzymatica.com
About Enzymatica AB
Enzymatica AB is a Swedish life science company that develops and sells health care products for primarily conditions of the ear-nose-and-throat region. The products are based on a barrier technology that includes marine enzymes. The company’s first product is the medical device ColdZyme®, a mouth spray against common cold. The product has been launched in about 30 markets on 3 continents. The strategy is to continue to grow by developing more health care products and strengthening the company’s position in existing markets and expanding into new geographic markets through established partners. The company has its headquarters in Lund and is listed on Nasdaq First North Growth Market. For more information, visit: www.enzymatica.com and www.enzymatica.se/en/section/media/press-releases