Notice of Extraordinary General Meeting of Inzile AB (publ)
The shareholders of Inzile AB (publ), 556907-0070, (the "Company") are hereby given notice to attend the Extraordinary General Meeting on 17 December, 2021.
Due to the ongoing pandemic, the Board of Directors has decided that the Extraordinary General Meeting shall be conducted without the physical presence of shareholders, proxies and third parties, and that the exercise of voting rights may only take place by post prior to the meeting.
Information on the Extraordinary General Meeting’s resolutions will be published as soon as the outcome of the postal vote is finally compiled on 17 December, 2021.
Registration
Shareholders who wish to attend the meeting shall be entered in the share register, kept by Euroclear Sweden AB, as of 9 December, 2021, and, no later than 16 December, 2021, register by casting their postal vote according to instructions under the heading ‘Postal voting’ below so that the postal vote is received by the Company no later than that day. Please note that registration for the Extraordinary General Meeting may only be made by postal voting.
Nominee-registered shares
To be entitled to attend the Extraordinary General Meeting, a shareholder who has allowed nominee registration of their shares must, in addition to registering attendance at the Extraordinary General Meeting by casting their postal vote, have the shares registered in their own name so that the shareholder is listed in the share register as of 9 December, 2021. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than 13 December, 2021 will be taken into account in the presentation of the share register.
Postal voting
Shareholders may exercise their voting rights at the Extraordinary General Meeting only by voting in advance, so-called postal voting, in accordance with section 22 of the Swedish Act (2020:198) on temporary exemptions to facilitate the implementation of general and association meetings. For advance voting, shareholders shall use a digital form on www.inzile.com which is completed and submitted electronically no later than 16 December, 2021.
The shareholder shall not supply the postal vote with special instructions or conditions. If this occurs, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions can be found in the postal voting form.
Proxy etc.
If the shareholder postal votes by proxy, a power of attorney shall be attached to the form. Power of attorney forms are provided by the Company on request and are also available on the Company's website www.inzile.com. The power of attorney is valid for one (1) year from the date of issue or the longer period of validity specified in the power of attorney, albeit a maximum of five (5) years. If the shareholder is a legal entity, a registration certificate or other authorization documentation, not older than one (1) year, which shows an authorized signatory shall be attached to the form.
Shareholders' right to receive information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that this can take place without significant damage to the Company, provide information on circumstances that may affect the assessment of a matter on the agenda, and the Company's relationship with another group company. Requests for such information shall be submitted in writing to the Company no later than ten days before the Extraordinary General Meeting, i.e. no later than 7 December, 2021, to Inzile AB, Box 55, 593 21 Västervik or via e-mail to info@Inzile.com. The information is provided by making it available on the Company's website www.inzile.com no later than 12 December, 2021. The information is also sent within the same time to the shareholder who requested it and provided their address.
Proposed agenda
1. Election of the Chairman of the general meeting
2. Establishment and approval of the voting list
3. Approval of the agenda
4. Election of two adjusters
5. Determination of whether the general meeting has been duly convened
6. Resolution on amendment of the articles of association
7. Resolution on an authorization for the board of directors to resolve on issues
8. Election to the board of directors
Proposed resolutions
Item 1 - Election of the Chair of the general meeting
Shareholders in the Company propose that Håkan Örtenholm be appointed Chair of the meeting.
Item 2 - Establishment and approval of the voting list
The voting list that is proposed to be approved is the voting list that is drawn up based on the general meeting share register and received postal votes, verified by the adjuster.
Item 4 – Election of two adjusters
Shareholders propose that Ragnar Åhgren and Peter Wergens (or, if unable to, the person instead assigned by the Board of Directors) be elected as adjusters. The adjusters’ tasks also include verifying the voting list and that incoming postal votes are correctly reproduced in the minutes of the meeting.
Item 6 - Resolution on amendment of the articles of association
The Board of Directors proposes that the Annual General Meeting resolves on the proposed amendments to the Articles of Association below in order to change the company's registered office, location of the shareholders meeting and change share and capital limits to enable issue authorization proposed under item 7.
Current wording:
1. Company
The company's company name is lnzile AB (publ). The company is public.
2. Registered office
The board shall have its registered office in Västervik municipality.
4. Share capital
The company's share capital must be a minimum of SEK 1,700,000 and a maximum of SEK 6,800,000.
5. Number of shares
The number of shares shall be a minimum of 17,000,000 shares and a maximum of 68,000,000 shares.
Proposed wording:
1. Company name
The company's company name is lnzile AB (publ). The company is public.
2. Registered office
The board shall have its registered office in Stockholm municipality.
4. Share capital
The company's share capital must be a minimum of SEK 2,500,000 and a maximum of SEK 10,000,000.
5. Number of shares
The number of shares shall be a minimum of 25,000,000 shares and a maximum of 100,000,000 shares.
The proposal includes that item 9 of the Articles of Association regarding the location of the AGM is deleted so that the AGM can only be held after the amendment where the Board has its registered office and that items 10-14 are renumbered.
For a valid resolution in accordance with the present proposal above, it is required that the resolution is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
Item 7 - Resolution on an authorization for the board of directors to resolve on issues
The Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors to on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, decide on new issue of shares and/or issue of warrants and/or convertibles against cash payment or with a provision on non-cash or set-off or with other conditions. To the extent that the authorization is exercised, the number of shares that can be issued or added when exercising warrants or conversion in total corresponds to a maximum of 55 percent of the total number of outstanding shares in the Company at the time when the Board first exercises the authorization.
Deviation from the shareholders' preferential rights shall be possible in order to strengthen the company's financial position, to achieve increased distribution in the Company's ownership circle and/or to provide the company with increased institutional ownershipor for any acquisitions that the company may make and to enable the raising of capital in connection with and for the purpose of financing such acquisitions. In the event of a deviation from the shareholders' preferential rights, the subscription price shall be determined on market terms, whereby such a market discount as the Board deems necessary may be taken into account.
The Board, or the person appointed by the Board, is authorized to make the minor adjustments to the decision that may prove necessary in connection with the registration of the decision with the Swedish Companies Registration Office and Euroclear Sweden AB, respectively.
The authorization replaces the authorization provided by the Annual General Meeting.
The decision presupposes an amendment to the Articles of Association.
For a valid resolution in accordance with the present proposal above, it is required that the resolution is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
Item 8 - Election to the board of directors
The Board of Directors proposes that Rafael Escanez and Yago Mendez be elected as members of the Board and that Håkan Örtenholm be elected Chairman of the Board.
Presentation of the proposed members is available on the company's website.
The Board will, if the AGM resolves in accordance with the proposal, consist of Håkan Örtenholm (Chairman), Måns Sjöstedt, Leif Lindqvist, Ragnar Åhgren, Rafael Escanez and Yago Mendez.
The Annual General Meeting resolved that fees to the Chairman of the Board be paid in the amount of SEK 285,600 (six price base amounts) and in the amount of SEK 142,800 (three price base amounts) each to other Board members, which also applies to the new members.
Documentation
Complete proposals for resolutions will be kept available at the Company's offices no later than two weeks before the meeting. Copies of this notice, as well as any additional documents in accordance with the Swedish Companies Act (2005: 551), will be sent free of charge to the shareholder who requests it and states his postal address. The documents will also, no later than the date stated above, be available on the Company's website www.inzile.com.
Processing of personal information
For information on how the Company processes your personal information, please refer to the privacy policy which is available on Euroclear's website (in Swedish) www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Shares and votes
The Company has 53 586 852 shares and votes.
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Inzile AB (publ)
Board of Directors
This document is a translation of the corresponding Swedish document. In the event of any discrepancies between the text contained in this document and the Swedish document, the latter shall prevail.
For further information, please contact:
Ragnar Åhgren, Chairman of the Board Inzile, ragnar.ahgren@inzile.com, +46 73 356 89 89
Peter Wergens, CFO Inzile, peter.wergens@inzile.com, +46 73 325 75 04
About Inzile
Inzile is a Swedish tech company manufacturing intelligent electrically powered vehicles as well as creating modern transport and service solutions for a sustainable community. The company’s vision is to liberate the world from emission of fossil fuels and to accelerate the climate efforts by contributing to sustainable cities that improve quality of life.
Inzile was founded in 2012 based on a strong will to secure a future climate friendly utility vehicle sector. The team consists of some of Scandinavia’s foremost authorities related to electrical vehicles, digitalization, manufacturing and purchasing. Inzile develops, produces, and sells innovative vehicle solutions on the global market based on the demanding Nordic climate, security requirements and environmental standards. The company is based in Sweden with headquarters and production facility located in Västervik, R&D in Tranås and marketing office in Stockholm.
The company's share is traded on Nasdaq First North Growth Market Stockholm.
Redeye AB is the Company’s Certified Adviser, +46 8 121 57 690, certifiedadviser@redeye.se.
For further information, please visit: www.inzile.com