Notice of Extraordinary General Meeting of Episurf Medical AB (publ)
The English text in this notice is a translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders in Episurf Medical AB (publ), 556767-0541 (“Episurf” or the “Company”), are hereby summoned to an Extraordinary General Meeting (the “Meeting”) on Tuesday 10 March 2020 at 12 p.m. (CET) at the premises of the Company, Karlavägen 60, 114 49 in Stockholm.
Notice of attendance
Shareholders who wish to attend and vote at the Meeting must be registered in the share register maintained by Euroclear Sweden AB on Wednesday 4 March 2020, and give notice of attendance to the Company by mail to Episurf Medical AB (publ), Karlavägen 60, 114 49 Stockholm or by email to ir@episurf.se.
Notice of attendance must be received by the Company no later than on Thursday 5 March 2020. The notification shall include the shareholder’s name, personal identification number/corporate registration number and daytime telephone number. The notice of attendance shall also include the number of accompanying advisors (not more than two) who are attending the Meeting. Shareholders who are represented by a proxy must submit a dated and signed power of attorney. The original of the power of attorney and, for legal entities, a certified copy of a certificate of registration, should be sent to the Company at the address above in ample time prior to the Meeting. The power of attorney may not be valid for a longer period than one year from its issuance. However, the power of attorney may be valid for up to five years from its issuance if so explicitly stated. A form of power of attorney will be available on the Company’s website, www.episurf.com.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own name to be entitled to participate at the Meeting. Such registration must be completed at Euroclear Sweden AB no later than on Wednesday 4 March 2020. The nominee should therefore be instructed well in advance of this date.
Proposed agenda
- Opening of the Meeting
- Appointment of a Chairman of the Meeting
- Preparation and approval of the voting list
- Election of one or two persons to approve the minutes of the Meeting
- Approval of the agenda
- Determination of whether the Meeting has been duly convened
- Resolution on adoption of new Articles of Association
- Resolution on approval of a new issue of shares with preferential rights for shareholders
- Resolution on approval of a directed new issue of shares
- Closing of the Meeting
Proposal under item 2; Appointment of a Chairman of the Meeting
The Board of Directors proposes that Emma Norburg is appointed Chairman of the Meeting.
Proposal under item 7; Resolution on adoption of new Articles of Association
To enable the share issues pursuant to items 8 and 9 below, the Board of Directors proposes that the Meeting resolves on the following amendments to the Articles of Association of the Company:
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- The provision in § 4 regarding the limits of the share capital of the Company is amended so that the share capital shall be no less than SEK 27,302,316.80 nor exceed SEK 109,209,267.20.
- The provision in § 5 regarding the number of shares in the Company is amended so that the number of shares shall be no less than 90,930,755 and no more than 363,723,020.
A resolution in accordance with the proposal of the Board of Directors under this item 7 must be supported by shareholders representing at least two-thirds of the votes cast as well as the shares represented at the Meeting.
Proposal under item 8; Resolution on approval of a new issue of shares with preferential rights for shareholders
Subject to the Meeting’s subsequent approval, the Board of Directors in Episurf resolved, on 7 February 2020, on a new issue of class B shares with preferential rights for shareholders (the ”Rights Issue”), on the following main terms and conditions.
The Company’s share capital shall be increased with no more than SEK 10,238,368.76 by a new issue of no more than 34,099,033 class B shares.
The Company’s shareholders shall have preferential rights to subscribe for the new class B shares pro rata to the number of shares previously held by the holder, regardless of share class. For each share held on the record day, shareholders will receive three (3) subscription rights of class B. Eight (8) subscription rights of a share of class B entitles the holder to subscribe for one (1) new class B share. In accordance with the aforementioned, eight (8) shares previously held will entitle a subscription for three (3) new class B shares. The record day for determining which shareholders shall be entitled to subscribe for shares with preferential rights (i.e. to receive subscription rights) shall be 16 March 2020.
If not all shares issued in the Rights Issue are subscribed for with subscription rights, the Board of Directors shall decide on the allotment of new class B shares subscribed for without subscription rights in accordance with the following:
- Firstly, allotment shall be made to those who have subscribed for class B shares with subscription rights and who wishes to subscribe for additional shares, irrespective of whether or not the subscriber was a shareholder of the Company as of the record date, pro rata to their subscription with subscription rights, and to the extent this cannot be effected, by the drawing of lots.
- Secondly, allotment shall be made to others that have announced their interest in subscription of class B shares without subscription rights (and who are not included under item a) above), pro rata to the their announced interest, and to the extent this cannot be effected, by the drawing of lots.
- Ultimately, allotment shall be made to those who have issued guarantee commitments regarding the subscription of class B shares in relation to the terms and conditions of the respective guarantee commitment.
Subscription of new shares with subscription rights shall be made by payment in cash during the period from and including 19 March 2020 up to and including 2 April 2020. Subscription of shares without subscription rights shall take place during the same period. Subscription shall in such case be made on a separate subscription list. Payment for shares subscribed for without subscription rights shall be made in cash pursuant to instructions on a contract note, however not later than three bank days from the issue of such contract note. The Board of Directors shall have the right to extend the subscription period and the date for payment.
The new class B shares shall be issued at the subscription price of SEK 1.50 per share.
The new shares shall entitle to dividends for the first time on the record day for dividends which occurs immediately following the date when the class B shares were registered in the share register maintained by Euroclear Sweden AB.
The resolution on the Rights Issue of new shares is subject to the Meeting’s subsequent approval as well as the adoption of new Articles of Association of the Company pursuant to item 7 of the proposed agenda.
The CEO, or anyone appointed by the CEO, shall be authorised to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.
The Board of Directors proposes that the Meeting approves of the Board of Directors' proposal.
Proposal under item 9; Resolution on approval of a directed new issue of shares
Subject to the Meeting’s subsequent approval, the Board of Directors in Episurf resolved, on 7 February 2020, on a new directed issue of class B shares (the ”Directed Issue”), with deviation of the preferential rights of the shareholders, on the following main terms and conditions.
The Company’s share capital shall be increased with no more than SEK 18,015,235.96 by a new issue of no more than 60,000,000 class B shares.
The new shares of series B are to be subscribed for on a separate subscription list at the latest on 2 April 2020. The shares are to be paid for at the latest on 2 April 2020. The Board of Directors shall be entitled to prolong the subscription and payment period.
The new shares of class B shall be subscribed at the subscription price of SEK 1.50 per share. The subscription price has been determined through a book building procedure and is assessed by the Board of Directors to correspond to the market value of the shares.
The right to subscribe for the new shares of series B shall, with deviation of the preferential rights of the shareholders, be granted to certain institutional investors who previously have announced their interest in subscription. The reason for deviating from the shareholders’ preferential rights is to provide additional capital to the Company in order to finance its continued expansion as well as to provide long-term institutional shareholders and thereby promote Episurf's potential to develop the Company with the purpose of creating added value for all shareholders.
Shares issued in connection with the Directed Issue are not eligible to participate in the Rights Issue.
The resolution on the Directed Issue of new shares is subject to the Meeting’s subsequent approval as well as the adoption of new Articles of Association of the Company pursuant to item 7 of the proposed agenda.
The CEO, or anyone appointed by the CEO, shall be authorised to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.
The Board of Directors proposes that the Meeting approves of the Board of Directors' proposal.
Other
As per the date of this notice, the Company has 90,930,755 outstanding shares, of which 971,024 are class A shares with three votes per share and 89,959,731 are class B shares with one vote per share. Accordingly, the total number of votes amounts to 92,872,803. The Company holds no treasury shares.
A copy of the Company’s Articles of Association, proxy forms and complete proposals, the statement of the Board of Directors as well as the auditor’s statement pursuant to Chapter 13 Section 6 of the Swedish Companies Act, together with other documents in accordance with the requirements of the Swedish Companies Act, will be available at the Company’s offices (as stated above) and on the Company’s website www.episurf.se. These documents will also be sent by post to shareholders who so request and state their address.
The shareholders are reminded of their right to request information from the Board of Directors and the CEO at the Meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
For information on how the Company processes your personal data, please see the integrity policy which is available on Euroclear Sweden AB's website:
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Welcome!
Stockholm in February 2020
The Board of Directors
For more information, please contact:
Pål Ryfors, CEO, Episurf Medical
Tel:+46 (0) 709 62 36 69
Email: pal.ryfors@episurf.com
Veronica Wallin, CFO, Episurf Medical
Tel:+46 (0) 700 37 48 95
Email: veronica.wallin@episurf.com
About Episurf Medical
Episurf Medical is endeavoring to bring people with painful joint injuries a more active, healthier life through the availability of minimally invasive and individualised treatment alternatives. Episurf Medical’s Episealer® individualised implants and Epiguide® surgical drill guides are developed for treating localised cartilage injury in joints. Episurf Medical’s μiFidelity® system enables implants to be cost-efficiently tailored to each individual’s unique injury for the optimal fit and minimal intervention. Episurf Medical’s head office is in Stockholm, Sweden. Its share (EPIS B) is listed on Nasdaq Stockholm. For more information, go to the company’s website: www.episurf.com.
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