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Notice of extraordinary general meeting in Katalysen Ventures AB (publ)

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The shareholders of Katalysen Ventures AB (publ), reg. no. 556729-9812, ("the Company") are hereby invited to the Extraordinary General Meeting on Wednesday, September 6, at 4:00 PM at the Company's premises at Birger Jarlsgatan 22, Stockholm, Sweden. Note that the following is a translation of a Swedish original.

Right to Attend the Extraordinary General Meeting

Shareholders who wish to participate and vote at the meeting must:

  • be registered in the share register kept by Euroclear Sweden AB on August 30, 2023,
  • notify their intention to attend the Extraordinary General Meeting no later than August 30, 2023, by email to ad@katalysen.com or by mail to the address: Katalysen Ventures, "Extra Bolagsstämma" Attn: Anders Dahlgren, Birger Jarlsgatan 22, 114 34, Stockholm.

The notification should include name, address, phone number, personal or corporate identity number, and shareholding.

Shareholders with Nominee-Registered Shares

Shareholders who have registered their shares through a bank or another nominee must temporarily re-register the shares in their own name with Euroclear no later than August 30, 2023. Shareholders should request the re-registration from the nominee well before August 30, 2023.

Proxy

Shareholders who intend to be represented by a proxy at the meeting must issue a written and dated proxy signed by the shareholder, not older than five years on the day of the meeting. If the proxy is issued by a legal entity, a certified copy of the registration certificate or equivalent authorization document showing the authorized signatory must be attached. The proxy form is available on the Company's website ir.katalysen.com and will be sent free of charge to shareholders upon request, providing their mailing address or email address. The original proxy and, if applicable, a certified copy of the registration certificate or equivalent authorization document should be brought to the meeting. A copy of the proxy with accompanying authorization documents should be sent to the Company along with the notification of attendance.

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 verify the minutes
  6. Verification of proper convening of the Meeting
  7. Approval of the Board's proposal for a new issuance of subscription options
  8. Closing of the Meeting

Proposal for Resolutions

Item 7. Approval of the Board's proposal for a new issuance of warrants. The Board proposes that the Meeting resolves on the issuance of warrants as follows. Note that a decision according to this proposal requires the support of shareholders representing at least 9/10 of both the cast votes and the shares represented at the Extraordinary General Meeting.

  1. The Company shall issue a maximum of 1,200,000 warrants, where each warrant shall entitle the holder to subscribe for one (1) share in the Company, resulting in a potential increase of the Company's share capital by a maximum of SEK 156,000.
  2. The subscription price (option premium) per warrant shall be determined at the Extraordinary General Meeting. The Board will present a proposal for the option price at the meeting, which shall be calculated using the Black-and-Scholes formula and based on the volume-weighted average price of the Company's share according to the official price list of Spotlight Market during the period from August 23, 2023, to September 5, 2023.
  3. The proposed directed issuance of warrants is viewed by the Board as an extension of the new share issuance conducted on July 10, 2023.
    • The aim of the issuance is to secure additional capital for the Company based on the investor interest identified in connection with the share issuance in July 2023.
    • Due to the current market conditions, the Board assesses that there are no favorable conditions for conducting a rights issue. The Board has observed that most rights issues conducted in the market have been affected by the volatile market conditions. The market value of the shares has fallen below the subscription price despite a significant discount. As a result, the subscription rate outside of guarantee and subscription commitments has been low. It is therefore deemed advantageous to conduct a directed issuance to avoid exposure to market fluctuations. Soliciting subscription and guarantee commitments is a time-consuming and costly process. Considering that the subscription rate in rights issues on the market often does not exceed the subscription and guarantee commitments, the Board believes it is not advantageous to pay compensation for the expected liquidity. In light of the above, the Board finds it impractical to conduct a rights issue under the described circumstances. The Board's assessment is that a directed issuance ensures the most time- and cost-efficient financing of the Company's development.
    • Deviating from the shareholders' pre-emptive rights, the new subscription options shall be available for subscription by pre-arranged investors, including affiliates from the team and partners. The Board also assesses that the subscribing investors are likely to provide significant strategic, long-term value to the Company and its shareholders.
    • The Board's overall assessment is that the reasons mentioned above outweigh the reasons that justify the main principle that issuances should be carried out with the applicable shareholders' pre-emptive rights and that an issuance with deviation from the shareholders' pre-emptive rights is therefore in the interest of the Company and all shareholders.
  4. The warrants shall be issued for cash payment.
  5. Subscription of warrants shall take place no later than September 15, 2023, on a separate subscription list. The Board shall have the right to decide on an extension of the subscription period.
  6. The excess amount shall be allocated to the free excess fund.
  7. Special warrants terms apply to the warrants. The terms include, among other things, the following conditions:
    • For each warrant, the holder is entitled to subscribe for a new share for cash payment at a subscription price determined at the Extraordinary General Meeting. The Board will present a proposal for the subscription price at the meeting, which shall be based on the volume-weighted average price of the Company's share according to the official price list of Spotlight Market during the period from August 23, 2023, to September 5, 2023. The calculated subscription price shall be rounded to the nearest ten öre.
    • The subscription price and the number of shares that can be subscribed for with the support of the warrant may be subject to adjustment in accordance with the warrant terms.
    • Subscription of shares with the support of warrants can take place until August 31, 2025.
    • Shares subscribed for using the warrants will entitle the holder to dividend for the first time on the record date for the dividend that falls closest after the subscription has been executed.
    • The new shares that may be issued through exercising of the warrants will not be subject to any restrictions.

Documents and Information

Complete proposals for resolutions and other documents to be made available before the Extraordinary General Meeting in accordance with the Companies Act and the Swedish Corporate Governance Code will be available at the Company's address (as above) and on the Company's website, ir.katalysen.com, at least two weeks before the meeting. Proxy forms will be available on the Company's website, ir.katalysen.com. Copies of said documents will also be sent to shareholders upon request, providing their address. The documents will also be available at the meeting. In accordance with the Companies Act (2005:551), the Board of Directors and the CEO shall, at the request of a shareholder, provide information at the Meeting regarding circumstances that may affect the assessment of an item on the agenda, provided that the Board deems that it can be done without significant harm to the Company.

Information about the Number of Shares and Votes

The total number of registered shares and votes in the Company at the time of issuance of this notice is 6,675,209. The total number of registered shares and votes in the Company at the time of the Extraordinary General Meeting is estimated to be 6,924,176, due to 248,967 shares awaiting registration. All shares have equal voting power.

For more information on Katalysen Ventures, please contact:
CEO Peter Almberg
Phone: +46 76 860 37 00
E-mail: contact@katalysen.com
Web: www.katalysen.com

About Katalysen Ventures AB (publ):
Katalysen Ventures is a publicly listed venture developer that advances early-stage ventures as an active partner by providing hands-on expertise, capital, experience and access to networks. Katalysen operates via its team of venture developers out of offices in Stockholm, Geneva, and San Francisco and has so far invested its expertise and capital in 26+ early-stage ventures.

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