Convocation of Extraordinary General Meeting of shareholders of Lumito AB (publ)
Shareholders of Lumito AB (publ), 556832-0062, are hereby convened to an Extraordinary General Meeting on Thursday, 25 April 2019, at 10:00 a.m. at Magistratsvägen 10, 226 43 Lund, Sweden.
A. Right to participate at the Extraordinary General Meeting
Shareholders who wish to participate at the extraordinary general meeting must be registered in the share register kept by Euroclear Sweden AB, and must also notify his or her intention to attend the extraordinary general meeting on 17 April 2019 at the latest, by sending notice to Magistratsvägen 10, 226 43 Lund, by email to firstname.lastname@example.org or by phone +46 (0)46 - 16 20 70.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number, address, telephone number, email address, number of shares, and, if applicable, details of assistants. If a shareholder is to be represented by proxy, the shareholder must issue a dated power of attorney to the proxy. A proxy form is available on the Company's website www.lumito.se. Shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register on 17 April 2019, and the shareholders must therefore advise their nominees well in advance of that date. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The power of attorney may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years.
B. Proposed agenda
- Opening of the general meeting
- Election of the Chairman of the general meeting
- Establishment and approval of the list of voters
- Appointment of one or two persons to countersign the minutes
- Approval of the agenda
- Examination of whether the general meeting was duly convened
- Decision regarding the approval of the Board of Directors's proposal to issue new shares and warrants (units)
- Decision regarding the authorization for the Board of Directors to resolve on issue of new shares and warrants (units)
- Closing of the general meeting
Item 7 – Decision regarding the approval of the Board of Directors's proposal to issue new shares and warrants (units)
Lumito’s Board of Directors has, conditional on the approval of the General Meeting, resolved to conduct a new issue of at most 28,533,729 shares and 28,533,729 warrants (units). The Board of Directors proposes that the general meeting approves the decision on the following conditions:
Shareholders in Lumito shall have preferential rights to subscribe for one (1) unit in the rights issue for each (1) currently held share. Each unit shall consist of one (1) new share and one (1) associated warrant of series TO2. The subscription price for the issue shall be SEK 1.25 per unit. The asssociated warrants shall be issued gratuitously, but can only be subscribed as part of units. Two (2) subscription warrants shall entitle the holder to subscribe for one new share during the period 1 November 2019 to 29 November 2019, at a subscription price of SEK 1.45, or to subscribe for one new share during the period 1 May 2020 to 30 May 2020, at a subscription price of SEK 1.55. Record date for preferential rights to subscribe for units in the rights issue shall be 13 May 2019. Exercise of unit rights to subscribe for units shall take place by simultaneous payment in cash during the period 15 May to 31 May 2019.
Subscription for units without pre-emptive unit rights shall take place during the same time, on a specific subscription list. Payment shall be made no later than three banking days after information regarding allotment has been sent. The Board of Directors shall have the right to extend the subscription period.
The Board's resolution on new issue of units will entail that the Company’s share capital is increased by SEK 713,343,225 at the most, through a new issue of 28,533,729 shares at the most. The Board's resolution will furthermore entail that 28,533,729 warrants are issued at the most, carrying rights to subscribe for 14,266,864 shares at the most. Through the execution of warrants, the Company's share capital may increase additionally by not more than SEK 356,671.60.
In the event that all units are not subscribed for with pre-emption rights, the board of directors shall resolve on allocation of units subscribed without pre-emption rights. Such allocation shall primarily be made to subscribers that have used unit rights in the issue, regardless of whether these subscribers were registered as shareholders on the record date, in relation to the subscribed amount of units, and, if this is not possible, through drawing of lots. Units subscribed without pre-emption rights shall secondly be allocated to other subscribers without pre-emptive rights. In the event that allocation to such subscribers can not be performed in full, allocation shall be made on a pro rata basis in relation to the subscribed amount of units for every subscriber, and, if this is not possible, through drawing of lots. Thirdly, allocation shall be made to the issue guarantors in relation to their guaranteed amounts.
The Board of Directors, or any other person appointed by it, shall have the right to extend the subscription period and to make other minor adjustments of the terms set out above if such are required in order to register the resolution with the Swedish Companies Registration Office and Euroclear.
The new shares shall entitle to dividends for the first time on the first record date for dividend that takes place after the issue of new shares has been registered with the Swedish Companies Registration Office.
Item 8 – Decision regarding the authorization for the Board of Directors to resolve on issue of new shares and warrants (units)
The Board of Directors proposes, due to the planned pre-emptive rights issue, that the general meeting shall give the Board of Directors specific authorization to issue new shares and warrants, aside from the general authorization to issue shares granted by the last Annual General Meeting, according to the following: In the event that the rights issue arouses a lot of interest, the Board of Directors shall resolve to conduct a separate, directed issue of units. One (1) unit shall be comprised of one (1) share and one (1) subscription warrant of series TO 2. The amount of new units in such a directed issue, due to such over-allotment, shall be 2,400,000 units at the most. The subscription price for these additional units shall be the same as or higher than the subscription price for units in the pre-emptive rights issue, and allotment shall only be made to such professional and institutional investors and other investors including existing shareholders that have subscribed to the rights issue without pre-emptive rights, and without receiving allotment. Preference shall be given to existing shareholders.
C. Information, documentation, and number of shares and votes
The Board of Directors and the Managing Director shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda.
Resolutions under items 7 and 8 above require, for their validity, that a minimum of two-thirds of the votes cast and the shares represented support the resolution.
The Board of Directors's complete proposal for decisions according to items 7 and 8 above, and other documents according to the Swedish Companies Act, will be held available at the Company’s office with address Magistratsvägen 10, 226 43 Lund, Sweden.
The documents, together with a copy of the convocation, will also be sent without charge to shareholders who so request and inform the Company of their postal address. The documents will also be held available at the extraordinary general meeting.
The Company has 28,533,729 shares and votes.
Board of Directors
For more information, please contact:
Stefan Nilsson, CEO of Lumito Telephone: +46 767 78 59 05
Lumito is specialised in research and development of imaging technologies for medical applications. The technology is based on so called UCNP:s (Up Converting Nano Particles) and is aiming to increase image quality in biomedical applications.Lumito´s IPR covers imaging with high quality of for instance tissue samples, with UCNP:s as markers. The technology has several possible application areas, but Lumito has initially decided to focus on digital pathology.Lumito has an agreement with TTP plc (The Technology Partnership) in Cambridge, UK, regarding development of instruments and staining reagents. Lumito shares LUMITO MTF and warrants LUMITO MTF TO1 are traded at the marketplace NGM Nordic MTF.