Notice of Extraordinary General Meeting in Pomegranate Investment AB

Mon, Nov 01, 2021 12:32 CET

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY U.S. PERSON

The shareholders in

Pomegranate Investment AB (publ)

with Reg. No. 556967-7247 and registered office in Stockholm are hereby summoned to an extraordinary general meeting to be held on 29 November 2021

Due to the situation resulting from the covid-19 pandemic, Pomegranate Investment AB (publ)’s extraordinary general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place. Hence, the general meeting will be held without physical presence.

Pomegranate Investment AB (publ) welcomes all shareholders to exercise their voting rights at the general meeting through advance voting as described below. Information on the resolutions passed at the general meeting will be published on 29 November 2021 as soon as the result of the advance voting has been finally confirmed.

The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the general meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.

Preconditions for participation

Shareholders who wish to participate, through advance voting, in the general meeting must:

firstly be included in the shareholders’ register maintained by Euroclear Sweden AB as of 19 November 2021; and

secondly notify the company of their participation in the general meeting no later than
26 November 2021 by casting its advance vote in accordance with the instructions under the heading “Advance voting” below so that the advance voting form is received by Pomegranate Investment AB (publ) no later than that day.

Nominee registered shares

Shareholders whose shares have been registered in the name of a bank or securities institute must temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Shareholders who chose such re-registration must inform their nominee of this well before 23 November 2021, when such re-registration must have been completed.

Advance voting

Shareholders may exercise their voting rights at the meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on the company’s website, www.pomegranateinvestment.com. The form for advance voting constitutes a valid notification.

The completed form must be submitted to Pomegranate Investment AB (publ) no later than on 26 November 2021. The completed form shall be sent to “Advokatfirman Vinge KB, Att. Emil Lindwall, Box 1703, SE-111 87 Stockholm, Sweden”. A completed form may also be submitted electronically and is to be sent to legal@pomegranateinvestment.com. If the shareholder is a legal entity, a certificate of registration or equivalent authorisation documents shall be enclosed to the form. The same applies if the shareholder votes in advance through proxy. The shareholder may not supply the advance vote with special instructions or conditions. If so, the vote is invalid. Further instructions and conditions are included in the form for advance voting.

Proxy, etc.

If the shareholder votes in advance by proxy, a dated and signed power of attorney for the proxy shall be issued and enclosed to the form for advance voting. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or a corresponding document for the legal entity shall be appended. The power of attorney is valid for a maximum of one year after the issuance or for the duration indicated in the power of attorney, whichever is longer, but not for more than five years after issuance. The registration certificate, where applicable, may not be older than one year. The power of attorney in original and, where applicable, the registration certificate, should be submitted to the company by mail at the address set forth above well in advance of the general meeting. A proxy form is available at the company’s website, www.pomegranateinvestment.com, and will be sent to shareholders who so request and inform the company of their postal address.

Proposed agenda

Election of chairman of the meeting;
Election of one or two people to verify the minutes;
Preparation and approval of a voting list;
Approval of the agenda;
Determination of whether the meeting has been duly convened;
Resolution regarding authorisation for the board of directors to issue shares;
Resolution to adopt new articles of association;
Resolution regarding issue of shares;
Resolution to amend the company’s 2020 incentive program.

Election of chairman of the meeting (item 1)

The board of directors proposes that Jesper Schönbeck, member of the Swedish Bar Association, at Vinge law firm, or the person proposed by the board of directors in case of his impediment, is elected to be the chairman of the meeting.

Election of one or two people to verify the minutes (item 2)

The board of directors proposes that Joel Wahlberg, at Vinge law firm, or in case of his impediment, the person instead appointed by the board of directors, is proposed to be elected to approve the minutes of the general meeting together with the chairman. The task of approving the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the general meeting.

Preparation and approval of a voting list (item 3)

The voting list proposed for approval is the voting list drawn up by Pomegranate Investment AB (publ), based on the general meeting’s share register and advance votes received, which has been verified and recommended by the persons approving the minutes.

Resolution regarding authorisation for the board of directors to issue shares (item 6)

Pomegranate Investment AB (publ) is contemplating to undertake a share capital increase through a private placement of shares in the Company, in order to invest more into its largest portfolio asset, as well as to make additional investments in other portfolio assets.

The share issue will be directed towards a limited number of investors in jurisdictions where the transaction may lawfully be directed without contravention of any additional registration or other legal requirements. For that purpose the board of directors has enlisted Pareto Securities AB as a manager for a potential transaction and is seeking a mandate to be able to raise capital by issue of new shares as presented below.

The authorisation to issue new shares

The board of directors proposes that the general meeting resolves to authorise the board for the period up to the next annual general meeting to adopt decisions, whether on one or several occasions and whether with or without pre-emption rights for the shareholders, and within the limits of the articles of association and corresponding to a dilution of up to 20 % of outstanding shares at the time the board of directors first utilises the authorisation to issue new shares. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or other conditions.

The CEO or a person appointed by the CEO shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

It was noted that the resolution is conditional upon the extraordinary general meeting resolving in accordance with the board of directors’ proposals regarding adoption of new articles of association (item 7).

Resolution to adopt new articles of association (item 7)

The board of directors proposes to amend the articles of association implying that the share capital may amount to not less than EUR 5,000,000 and not more than EUR 20,000,000, and that the number of shares shall be not less than 5,000,000and not more than 20,000,000 shares. The proposal entails that § 4 and § 5 of the company’s articles of association are amended to have the following wording.

§ 4 Share capital

The share capital shall be not less than EUR 5,000,000 and not more than EUR 20,000,000.

§ 5 Number of shares

The number of shares shall be not less than 5,000,000 and not more than 20,000,000 shares.

Resolution regarding issue of shares (item 8)

The board of directors proposes that the general meeting resolves to raise additional capital of up to EUR 2,500,000 (the total transfer price), by way of an increase of the company’s share capital with not more than EUR 138,889 through an issue of not more than 138,889 new shares.

The purpose of the share issue is to allow the company’s current shareholders to subscribe for shares in accordance with the following terms and conditions.

The right to subscribe for the new shares shall vest with Pareto Securities AB (“Pareto”) and be made at a subscription price of EUR 1 per share (the quota value of the share). The reason for the deviation from the shareholders’ pre-emption rights, and the basis for determining the subscription price for the shares at EUR 1 is to enable efficient settlement in the new share issue.

Subscription for shares shall be made by Pareto on a subscription list not later than 1 December 2021. The board of directors shall be authorised to extend the subscription period.

Payment of EUR 1 (the quota value of the share) per subscribed share shall be made in cash not later than in connection with the share subscription. However, the board of directors shall be entitled to extend the payment period.

The new shares shall be entitled to dividends for the first time on the record date that occurs immediately following the subscription for shares.

Following Pareto’s subscription for the new shares, the shares shall be transferred from Pareto in accordance with the following allocation principles: firstly, current shareholders in the company (“Current Shareholders”) shall be allocated shares relative to their current shareholding to the extent possible; secondly, unless shares corresponding to the total transfer price amount of EUR 2,500,000 have been allocated, to Current Shareholders that have applied for allocation in addition to their current shareholding; thirdly, to persons who, in advance, have subscribed for shares.

The CEO or a person appointed by the CEO shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Resolution to amend the company’s 2020 incentive program (item 9)

The board of directors proposes that the company’s 2020 incentive program for management (“Management LTIP 2020”) is amended as follows:

A maximum of 20 % of the approved Management LTIP 2020 can be redistributed at the boards discretion to key individuals.

The reason for the proposal is due to existing staff changes in the company.

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Miscellaneous

A resolution in accordance with item 6 and 7 shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the meeting. A resolution in accordance with item 8 shall only be valid where supported by not less than nine-tenths of both the votes cast and the shares represented at the meeting. For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

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The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Pomegranate Investment AB (publ), Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden, or electronically to legal@pomegranateinvestment.com, no later than on 19 November 2021. The information will be made available at Pomegranate Investment AB (publ), Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden and on the Company’s website, www.pomegranateinvestment.com, on 24 November 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.