Notice for Extraordinary General Meeting in QuickCool AB (publ)
Shareholders of QuickCool AB (publ) ("Quickcool" or "Company") are invited to an extraordinary general meeting on 18 February 2019 at 17.00, at QuickCool’s premises, Ideon Science Park, Beta 6, Scheelevägen 17, 223 70 Lund.
Right to participate
Those wishing to participate in the extraordinary general meeting must be registered as shareholders in the share register maintained by Euroclear Sweden AB on 12 February 2019 and register with the company no later than 12 February 2019.
Shareholders who have their shares administered must register under their own name in the share register in order to be entitled to participate in the meeting after the notification. The shareholder must inform the trustee thereof in good time before 12 February 2019 at which time such registration must be completed.
The number of outstanding shares and votes in the company amounts at the time of this notice to 23 207 280. The company holds no Treasury shares.
Notification
Registration can be made by sending a notification to QuickCool AB, Scheelevägen 17, Att: Extraordinary General Meeting, 223 70 Lund, by e-mail: info@quickcool.se or by phone 046-2863840.
The notification should include the name, personal or corporate identity number, address and telephone number and, where applicable, the name of the delegated representative. Shareholders, who wish to be represented by proxy, shall submit a dated proxy in the original.
The proxy form is provided at www.quickcool.se/bolagsstamma. The person representing a legal entity must enclose a copy of the registration certificate or similar document showing the authorized signatory. Delegated representatives to shareholders may attend the meeting only if the shareholder notifies the number of delegates, but not exceeding two, as per above.
Agenda
- Opening of the EGM
- Election of the chairman of the Meeting
- Establishment and approval of voting rights
- Approval of Agenda
- Selection of one or two Officers to check the minutes after the meeting
- Determination of whether the meeting has been duly convened
- The Board's proposal for a decision to amend Articles of Association
- The Board's proposal to reverse split of shares in the ratio of 1:10
- The Board's proposal to reduce the share capital
- Closure of the meeting
Item 7-Amendment of the Articles of Association
The Board of Directors proposes that the EGM decides to change the articles of association so as to enable the aggregation of shares and decides on reducing the share capital. The board of Directors proposes that the limits of the articles of association for the share capital (§ 4) and the company's shares (§ 5) are amended in accordance with the following:
§ 4 Current wording:
The share capital shall be at least SEK 9 562 500 and a maximum of SEK 38 250 000.
§ 4 is proposed to have the following new wording:
The share capital shall be at least SEK 1 593 750 and a maximum of SEK 6 375 000.
§ 5 Current wording:
The number of shares shall be at least 15 937 500 and no more than 63 750 000.
§ 5 is proposed to have the following new wording:
The number of shares shall be at least 1 593 750 and no more than 6 375 000.
Item 8-Reverse split of shares in the ratio of 1:10
The Board of Directors proposes that the EGM: decides on the aggregation of the company's shares in the ratio 1:10, which means that ten (10) existing ordinary shares are exchanged for one (1) new share of the same type. Aggregation of shares is intended to result in a more appropriate number of shares for the company, taking into account the movements of the company's shares. The decision may be enforced provided that an agreement has been reached with one or more shareholders to provide odd shares free of charge, and through Euroclear Sweden AB, for shareholders whose shareholding is not evenly divided by ten (10), so that their respective shareholdings will be evenly divisible by ten (10).
The board is proposed to be authorized to decide on the record date for the reverse split.
The Board of directors, or the appointee of the Board, is authorized to make the minor changes 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, or because of other formal requirements.
Item 9 – To reduce the share capital
The Board of directors proposes that the EGM decides to reduce the share capital of the company for the provision to unrestricted equity. The reduction is proposed to be at least 11 603 640 and not more than 12 303 640. The decrease should result in a new quota value of SEK 1 per share, which is why the reduction amount depends on the share capital at the time of registration.
The reduction is proposed without the withdrawal of shares.
This decision requires that the articles of association are changed in accordance with what is presented in item 7 above.
The Board of directors, or the appointee of the Board, is authorized to make the minor changes 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, or because of other formal requirements.
The Board's proposal is submitted to an extraordinary general meeting on 18 February 2019 for decisions.
Lund 21 January 2019
QuickCool AB (publ)
The Board of Directors
For additional information, please contact:
Fredrik Radencrantz, CEO
Phone: 046-286 38 40
E-mail: fredrik.radencrantz@quickcool.se
QuickCool is a Swedish medical technology company, whose business concept is to save lives and prevent brain damage in acute ischemia (Inadequate blood supply to the brain) by developing and providing a unique and globally patented cooling system, the QuickCool® SYSTEM. QuickCool is active in the fast-growing market, Targeted Temperature Management (TTM), for brain-protective cooling treatment of patients with e.g. acute cardiac arrest and stroke. QuickCool’s solution protects the brain by cooling in the nasal cavity and thus takes advantage of the innate heat exchanger in the nose. QuickCool’s Intranasal method offers gentle and uninterrupted cooling treatment for sedated patients. QuickCool is listed on Spotlight Stock Market and conducts its business at Ideon Science Park in Lund. For more Information, please refer to www.quickcool.se
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