NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING OF HELIOSPECTRA AB (PUBL)

Gothenburg, Sweden, January 23 2025, at 15:20 CET

The shareholders of Heliospectra AB (publ), reg. no. 556695-2205 (“Heliospectra” or the “Company”), are hereby given notice to attend the Extraordinary General Meeting to be held on Wednesday, 12 February 2025 at 1:00 p.m. at the Company’s premises on Johan Willins Gatan 8 in Göteborg.

Exercising voting rights at the Extraordinary General Meeting

Any shareholder wishing to participate at the General Meeting must:

1. be entered in the share register kept by Euroclear Sweden AB as per Tuesday, 4 February 2025; and
2. have registered their intention to participate at the General Meeting to the Company in accordance with the instructions under the heading “Notification of personal participation or participation by proxy”, in such time that the notification is received by the Company no later than Thursday, 6 February 2025.

Nominee registered shares

To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee, must in order to be entitled to exercise its voting rights give notice about its intention to participate in the meeting and temporarily register the shares in its own name in the share register at Euroclear. Such registration must be effected no later than Thursday, 6 February 2025 and, thus, the shareholder should provide notice to the nominee thereof in due time before that day. Voting rights registrations requested by a shareholder in such time that the voting rights registration has been effected by the nominee no later than on Thursday, 6 February 2025, will be considered at the presentation of the share register.

Notification of personal participation or participation by proxy

Shareholders wishing to attend the Extraordinary General Meeting in person or by proxy shall notify the Company no later than Thursday, 6 February 2025, either:

1. by post to Heliospectra AB (publ), Johan Willins Gata 8, 416 64 Gothenburg, Sweden (mark the envelope “EGM 2025”); or
2. by e-mail to ir@heliospectra.com.

The notification shall include name or company name, personal identification number or corporate registration number, address, telephone number as well as, where applicable, the number of assistants (maximum two).

Anyone who does not wish to attend in person may exercise their right at the Extraordinary General Meeting by proxy with a written, signed and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent document of authorisation for the legal entity must be attached.

To facilitate access to the Extraordinary General Meeting, powers of attorney, registration certificates and other authorisation documents should be received by the Company at the address Heliospectra AB (publ), Johan Willins Gata 8, 416 64 Gothenburg (mark the envelope “EGM 2025”) well in advance of the Extraordinary General Meeting and preferably no later than Thursday, 6 February 2025.

Please note that the notification of participation at the Extraordinary General Meeting shall take place even if a shareholder wishes to exercise its voting rights at the Extraordinary General Meeting by proxy. Submission of power of attorney does not constitute a valid notification to the Extraordinary General Meeting.

A power of attorney form is available on the Company’s website, www.heliospectra.com.

Items at the Extraordinary General Meeting

Proposed agenda:

1. Opening of the meeting
2. Election of chairperson of the meeting
3. Preparation and approval of the voting register
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Resolution regarding approval of the Board of Directors’ resolution on new issue of shares with preferential rights for existing shareholders
8. Resolution regarding adjustment authorization
9. Closing of the meeting

Proposed resolutions by the Board of Directors

2. Election of chairperson of the meeting

The Board of Directors proposes that Fredrik Brusberg, associate at MAQS Advokatbyrå, or, in the event of an impediment, the person appointed by the Board of Directors instead be elected as the chairperson of the General Meeting.

7. Resolution regarding approval of the Board of Directors’ resolution on new issue of shares with preferential rights for existing shareholders

The Board of Directors proposes that the General Meeting resolves to approve the Board of Directors’ resolution of 23 January 2025 on a new issue of no more than 122,037,585 shares, leading to an increase of share capital of no more than SEK 500,000 (the “Rights Issue”).

The Rights Issue shall take place with preferential rights for existing shareholders and in accordance with the following conditions:

• The right to subscribe for shares in the Rights Issue shall, with preferential rights, rest with those who are registered as shareholders of the Company on the record date of the issue. Each shareholder shall have a preferential right to subscribe for shares in proportion to the number of shares previously held by the shareholder.
• One (1) existing share in the Company shall entitle the holder to one (1) subscription right. One (1) subscription right entitle for subscription of one (1) new share.
• The record date for determining which shareholders are entitled to subscribe for shares with preferential rights shall be 17 February 2025.
• The subscription price per share shall be SEK 0.21. The part of the subscription price that exceeds the quotient value shall be added to the non-restricted share premium reserve.
• Subscription of shares shall take place during the period from and including 19 February 2025 up to and including 5 March 2025. Subscription of shares with preferential rights (i.e. with subscription rights) shall be made through payment. Subscription for shares without preferential rights (i.e. without subscription rights) shall be made on a designated application form during the period set out above. The Board of Directors shall be entitled to resolve on an extension of the subscription period.
• Payment for shares subscribed for without exercise of subscription rights shall be made no later than three banking days from notice of allotment (settlement note) has been sent to the subscriber. However, the Board of Directors shall have the right to decide on an extension of the payment period.
• Payment for subscribed shares shall be made in cash. However, it is noted that the Board of Directors can allow set-off in accordance with the conditions specified in Chapter 13, Section 41 of the Swedish Companies Act.
• If not all of the shares are subscribed for with exercised subscription rights, the Board of Directors shall, up to the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without exercised subscription rights. Allotment of shares subscribed for without exercised subscription rights shall, if applicable, be made:

• firstly, to those who have also subscribed for shares with exercised subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event of oversubscription, allotment shall be made pro-rata in relation to the number of subscription rights used for subscription of shares and, insofar as this cannot be done, by drawing of lots;
• secondly, allotment of shares shall be made to others who have applied for subscription of shares without exercised subscription rights, and in the event of oversubscription, allotment shall be made pro-rata in relation to the number of shares that such persons have applied for subscription for and, insofar as this cannot be done, by drawing of lots; and
• lastly, allotment of shares shall be made to the part who has undertaken to guarantee the Rights Issue in accordance with the guarantee agreement entered into.

• The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
• The Board of Directors or anyone appointed by the Board of Directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office or Euroclear Sweden AB.

The Rights Issue is valid only if the proposal is supported by shareholders representing more than half of the votes cast.

8. Resolution regarding adjustment authorization

The Board of Directors, the CEO or the person appointed by the Board of Directors shall be authorized to make such minor amendments and clarifications of the resolution by the Extraordinary General Meeting that may prove necessary in connection with registration of the resolutions.

Number of shares and votes

At the time of this notice, the total number of shares and votes in the Company amounts to 122,037,585. The Company holds no treasury shares.

Other

Power of attorney forms and complete proposals for resolutions with adhering documents will be made available no later than two weeks prior to the Extraordinary General Meeting. The notice and documents as above will be made available at the Company on Johan Willins Gata 8, 416 64 Gothenburg and on the Company’s website, www.heliospectra.com, and will be sent to shareholders who request it and provide their e-mail or postal address. The Extraordinary General Meeting’s shareholder’s register is available at the Company’s office at the above address.

The shareholders are reminded of the right to, at the Extraordinary General Meeting, request information from the Board of Directors and the Managing Director in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Processing of personal data

Personal data retrieved from the share register maintained by Euroclear Sweden AB, notifications, and participation at the meeting, as well as information about representatives, proxies, and assistants, will be used for registration, preparation of the voting list for the meeting, and, where applicable, the meeting minutes. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information on how personal data is processed, please see the privacy policy available on Euroclear's website www.euroclear.com/Integritetspolicy-bolagsstammor-svenska.pdf.

Gothenburg in January 2025
Heliospectra AB (publ)
the Board of Directors

For More Information:

Rebecca Nordin, Head of IR at Heliospectra | +46 (0)72 536 8116 | ir@heliospectra.com

http://www.heliospectra.com

This information was submitted through the agency of the above contact person, for publication on January 23, 2025 at 15:20 CET.

Heliospectra AB (publ) (Nasdaq First North Growth Market: HELIO) was founded in 2006 in Sweden by plant scientists and biologists with one vision – to make crop production more intelligent and resource-efficient. Today, with customers across seven continents, Heliospectra is the global leader in innovative horticulture lighting technology, custom light control systems and specialized services for greenhouse and controlled plant growth environments. Designed by growers for growers, Heliospectra builds customized LED lighting strategies and controls to automate production schedules, forecast yields and monitor crop health and performance with real-time data and response, to deliver the light plants love and the consistent results growers need. 

For more information, please visit https://www.heliospectra.com.  

Company HELIO is listed at Nasdaq First North Growth Market with Redeye AB as Certified Adviser.