Notice to Extraordinary General Meeting in Metacon AB (publ)
The shareholders of Metacon AB (publ), org. no. 556724-1616 (the "Company"), are hereby invited to the extraordinary general meeting to be held on 24 January 2024 at 09.00 CET at Advokatfirman Schjødt, Hamngatan 27, Stockholm. Registration for the meeting commences at 08.30 CET.
Right to participate and registration
A shareholder who wish to participate in the general meeting must:
| (i) | be entered in the register of shareholders maintained by Euroclear Sweden AB on 16 January 2024; and |
| (ii) | notified the Company of its attendance no later than 18 January 2024 to Metacon AB (publ), "EGM", Drottninggatan 1B, 753 10 Uppsala, Sweden, or via e-mail to egm@metacon.com, or via telephone to +46 70 362 06 00. The notification shall state full name, personal registration number or company registration number, address and telephone number, number of shares held and proxies if applicable. |
Nominee registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 16 January 2024, voting right registrations completed by the nominee no later than 18 January 2024 will be considered. This means that shareholders must request the nominee to complete such voting right registration well in advance of 18 January 2024.
Proxies
Shareholders represented by proxy shall issue a written and dated power of attorney. If the proxy is issued by a legal person, a certified copy of the registration certificate or similar papers of authorisation must be appended. The proxy, in its original form, as well as any registration certificates, should be submitted well in advance of the meeting to Metacon AB (publ), "EGM", Drottninggatan 1B, SE-753 10 Uppsala, Sweden. The power of attorney must not be older than one year unless a longer validity term is specifically stated in the power of attorney (however no longer than five years). Proxy forms are available on the Company's website, www.metacon.com.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons who shall approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution to amend § 4 and § 5 in the articles of association
- Resolution on authorisation for the board of directors to resolve on issues of shares, warrants and/or convertibles
- Closing of the meeting
RESOLUTION PROPOSALS
Item 7 – Resolution to amend § 4 and § 5 in the articles of association
To facilitate the registration of the rights issue that the Company intends to carry out, as announced by the Company on 20 December 2023, the board of directors proposes that the general meeting resolves to amend the limits for the share capital and the number of shares in the articles of association.
§ 4 in the articles of association is proposed to have the following wording.
Current wording
The share capital shall amount to at least SEK 1,943,394.19 and not more than SEK 7,773,576.76.
Proposed wording
The share capital shall amount to at least SEK 3,425,858 and not more than SEK 13,703,432.
§ 5 in the articles of association is proposed to have the following wording.
Current wording
The number of shares may not be lower than 194,339,419 or more than 777,357,676.
Proposed wording
The number of shares may not be lower than 342,585,803 or more than 1,370,343,212.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.
Item 8 – Resolution on authorisation for the board of directors to resolve on issues of shares, warrants and/or convertibles
Due to the board of directors' proposed resolution to amend the limits for the share capital and the number of shares in the articles of association under item 7 above and the Company's intention to carry out a rights issue, as announced by the Company on 20 December 2023, the board of directors proposes that the general meeting authorises the board of directors to resolve on new issuances as follows.
The board of directors proposes that the extraordinary general meeting shall resolve to authorise the board of directors to, on one or several occasions up until the next annual general meeting, resolve on issues of shares, warrants and/or convertibles. The issues may be made with or without deviation from the shareholders' preferential rights, as well as on terms regarding payment in kind, by set-off or other terms.
The number of shares that may be issued under the authorisation, and the increase of the share capital, shall not be limited other than by the limits for the number of shares and share capital as set out in the articles of association in its registered wording at each time. The board of directors shall otherwise have the right to determine all terms and conditions for the issue. The reason that the board of directors may resolve upon an issue with deviation from the shareholders' preferential rights is that the Company shall be able to issue new shares, warrants and/or convertibles in order to finance the Company's continued operations and expansion.
In the event that the extraordinary general meeting resolves in accordance with the board of directors' proposal under this item 8, this issue authorisation shall replace the issue authorisation that the annual general meeting adopted on 8 June 2023.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.
Documentation
The board of directors complete proposals (complete in this notice) and associated documents will be available at the Company’s office and on the Company’s website, www.metacon.com, no later than three weeks prior to the general meeting and will be sent to shareholders who so request and provide their postal address.
Shareholders’ right to request information
Shareholders are reminded of their right to request information from the board of directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB’s website:
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Metacon AB (publ) has org. no. 559019-7462 and its registered office in Örebro.
N.B. This notice has been prepared in both Swedish and English language versions. In the event of any deviations between the versions, the Swedish version shall prevail.
_________________
Örebro in December 2023
Metacon AB (publ)
The board of directors
For further information, contact:
Christer Wikner
CEO
info@metacon.com
+46 70 7647 389
The information was submitted, through the agency of the contact person above, for publication on 20 December 2023, 22:00 CET.
About Metacon AB (publ)
Metacon AB (publ) develops and manufactures energy systems for the production of fossil-free "green" hydrogen. The products in the Reforming business area are based, among other things, on a patented technology that generates hydrogen through so-called catalytic steam reforming of biogas or other hydrocarbons. The development of Metacon's reforming products is done within the wholly owned subsidiary Metacon S.A in Patras, Greece. The business is focused on catalytic process chemistry and advanced reformers for highly efficient hydrogen production.
Metacon also offers complete electrolysis plants and integrated hydrogen refueling stations, a large and globally growing area for small- and large-scale production of green hydrogen. Electrolysis is a process of driving a chemical reaction to split water by adding electricity. If the electricity used is non-fossil, the hydrogen will also be fossil-free and climate-neutral. Green hydrogen can be used in sectors such as transport, basic industry and the real estate sector, with a better environment and climate as a result. www.metacon.com
For further information, see:
www.metacon.com | X: @Metaconab| LinkedIn: www.linkedin.com/company/metaconab