NOTICE OF EXTRAORDINARY GENERAL MEETING IN SCANDINAVIAN BIOGAS FUELS INTERNATIONAL AB (PUBL)
The shareholders of Scandinavian Biogas Fuels International AB (publ), 556528-4733, (the “Company”) are hereby convened to the Extraordinary General Meeting (“EGM”) to be held on Thursday 27 October 2022 at 14.00, at Clarion Hotel Sign, Östra Jänvägsgatan 35, in Stockholm.
The Board of Directors has resolved that the shareholders shall have the right to exercise their voting rights in advance through postal voting pursuant to section 10 of the Company’s Articles of Association. Consequently, shareholders may choose to exercise their voting rights at the EGM by attending in person, by postal voting or through a proxy.
Participation in person
Shareholders who wish to participate in the EGM in person shall:
- be registered in the register of shareholders maintained by Euroclear Sweden AB per Wednesday 19 October 2022, and
- notify their intention to participate to the Company, no later than Friday 21 October 2022 at the address Scandinavian Biogas Fuels International AB (publ), att. EGM 2022, Kungsbron 1, 111 22 Stockholm, Sweden, or by e-mail to extrabolagsstamma@scandinavianbiogas.com (state ”EGM 2022” in the subject line). When giving notice of participation, the shareholder shall state name, personal identification number or company registration number, telephone number and number of shares represented.
Participation by postal voting
Shareholders who wish to participate in the EGM by postal voting shall:
- be registered in the register of shareholders maintained by Euroclear Sweden AB per Wednesday 19 October 2022, and
- notify their intention to participate by submitting their postal vote in accordance with the instructions below, no later than Friday 21 October 2022.
For postal voting, a postal voting form available for printout at the Company’s website, www.scandinavianbiogas.com shall be used. The form can also be obtained by contacting the Company. A completed and signed printout of the postal voting form shall be sent by mail to Scandinavian Biogas Fuels International AB (publ), att: EGM 2022, Kungsbron 1, 111 22 Stockholm, Sweden. A completed and signed form may also be sent by e-mail to extrabolagsstamma@scandinavianbiogas.com (state ”EGM 2022 – Postal voting” in the subject line). The form shall be received by the Company no later than Friday 21 October 2022. Shareholders who exercise their votes by postal voting do not need to notify its participation for the meeting, the submitted voting form will be considered a notification of participation.
The shareholder may not provide the postal vote with special instructions or conditions. If so, the vote (i.e., the postal vote in its entirety) is invalid. Further instructions and conditions are provided in the postal voting form. If the shareholder submits a postal vote by proxy, a power of attorney shall be attached to the form. Proxy form is available at the Company’s website, www.scandinavianbiogas.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) shall be attached to the form.
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the EGM in person or through a proxy shall give notice thereof to the EGM’s secretariat prior to the opening of the EGM.
Participant by proxy
Shareholders who are represented by proxy shall issue a written, signed and dated power of attorney. The proxy in the original form shall be submitted to the Company at the above address well in advance of the EGM. A proxy form is available at the Company’s website, www.scandinavianbiogas.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) shall be attached to the form.
Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the EGM. In addition to giving notice of participation (or submitting their postal vote), such shareholder shall re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Wednesday 19 October 2022. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names shall, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Friday 21 October 2022 will be taken into account in the preparation of the share register.
Processing of personal data
For information on how your personal data is processed in connection to the EGM, see the privacy policy available on Euroclear Sweden AB’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda:
- Opening of the meeting
- Election of a chairperson of the meeting
- Election of one or two persons to verify the minutes
- Drawing up and approval of the voting list
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Resolution on approval of the Board of Directors’ resolution to issue shares with deviation from the shareholders’ pre-emptive rights
- Resolution on approval of the Board of Directors’ resolution to issue shares with deviation from the shareholders’ pre-emptive rights with subscription rights covered by Chapter 16 in the Swedish Companies Act
- Conclusion of the meeting
Proposals
Election of a chairperson of the meeting (item 2)
The Board of Directors proposes that, the chairperson of the Board of Directors, Anders Bengtsson, or in his absence, a person appointed by the Board of Directors, shall be appointed chairperson of the EGM.
Resolution on approval of the Board of Directors’ resolution to issue shares with deviation from the shareholders’ pre-emptive rights (item 7)
The Board of Directors proposes that the EGM approves the Board of Directors’ resolution on 5 October 2022 to increase the Company’s share capital with no more than SEK 25,760,000.91 by a new share issue of no more than 12,880,000 shares on the following terms and conditions.
The right to subscribe for new shares shall, with deviation from the shareholders’ pre-emptive rights, accrue to certain strategic and institutional investors who have notified their interest in the accelerated book-building procedure carried out by ABG Sundal Collier AB.
The purpose of the new share issue is to strengthen the Company’s financial position and to finance the Company’s continued operation. The reason for deviating from the shareholders' pre-emptive rights is to secure financing for the Company’s continued growth in the most time and cost-effective manner, to strengthen the shareholder base and that conditions are not deemed to exist for carrying out a rights issue on favourable terms. It is the Board of Directors’ overall assessment that the reasons above clearly and with sufficient strength outweigh the reasons that justify the main principle that the share issues shall be carried out with application of the shareholder’s pre-emptive rights, and that a share issue with deviation from the shareholders’ pre-emptive rights therefore lies in the interest of the Company and all shareholders.
Subscription of shares shall be made on a subscription list no later than 27 October 2022. The Board of Directors shall have the right to extend the subscription period.
The subscription price for the new shares is SEK 25 per share, which has been determined through an accelerated book-building procedure carried out by ABG Sundal Collier AB. As the subscription price has been determined through this procedure, it is the Board of Directors’ assessment that the subscription price is in accordance with market conditions. The part of the subscription price paid that exceeds the quota value of the share shall be added in its entirety to the non-restricted share premium fund.
Payment for subscribed shares shall be made in cash no later than 3 November 2022. The Board of Directors shall have the right to extend the payment period.
The new shares shall entitle to dividend for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and has been recorded in the share register kept by Euroclear Sweden AB.
The CEO, or any other person appointed by the Board of Directors, shall have the right to make such minor adjustments that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Resolution on approval of the Board of Directors’ resolution to issue shares with deviation from the shareholders’ pre-emptive rights with subscribers entitled to subscribe in accordance with Chapter 16 in the Swedish Companies Act (item 8)
The Board of Directors proposes that the EGM approves the Board of Directors’ resolution on 5 October 2022 to increase the Company’s share capital with no more than SEK 330,000.01 by a new share issue of no more than 165,000 shares on the following terms and conditions.
The right to subscribe for new shares shall, with deviation from the shareholders’ pre-emptive rights, accrue to certain members of the Board of Directors and the management team who have notified their interest in the accelerated book-building procedure carried out by ABG Sundal Collier AB.
The purpose of the new share issue is to strengthen the Company’s financial position and to finance the Company’s continued operation. The reason for deviating from the shareholders' pre-emptive rights is to secure financing for the Company’s continued growth in the most time and cost-effective manner, to strengthen the shareholder base and that conditions are not deemed to exist for carrying out a rights issue on favourable terms. It is the Board of Directors’ overall assessment that the reasons above clearly and with sufficient strength outweigh the reasons that justify the main principle that the share issues shall be carried out with application of the shareholder’s pre-emptive rights, and that a share issue with deviation from the shareholders’ pre-emptive rights therefore lies in the interest of the Company and all shareholders
Subscription of shares shall be made on a subscription list no later than 27 October 2022. The Board of Directors shall have the right to extend the subscription period.
The subscription price for the new shares is SEK 25 per share, which has been determined through an accelerated book-building procedure carried out by ABG Sundal Collier AB. As the subscription price has been determined through this procedure, it is the Board of Directors’ assessment that the subscription price is in accordance with market conditions. The part of the subscription price paid that exceeds the quota value of the share shall be added in its entirety to the non-restricted share premium fund.
Payment for subscribed shares shall be made in cash no later than 3 November 2022. The Board of Directors shall have the right to extend the payment period.
The new shares shall entitle to dividend for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and has been recorded in the share register kept by Euroclear Sweden AB.
The CEO, or any other person appointed by the Board of Directors, shall have the right to make such minor adjustments that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority Requirement
A resolution by the EGM in accordance with item 7 is only valid if supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the EGM. A resolution by the EGM in accordance with item 8 is only valid if supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the EGM.
Information at the EGM
The Board of Directors and the CEO 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 and the Company’s relationship to other group companies.
Documentation
The Board of Directors’ complete proposal for resolutions as above, as well as other documents according to the Swedish Companies Act, will be available at the Company’s office, Kungsbron 1, 111 22 Stockholm, Sweden, and at the Company’s website www.scandinavianbiogas.com no later than 13 October 2022. A copy of the said documents will be sent free of charge to the shareholders who request it and state their postal- or e-mail address.
Stockholm in October 2022
Scandinavian Biogas Fuels International AB (publ)
The Board of Directors
For further information, please contact:
Matti Vikkula CEO and President
Mobile +46 (0) 70 597 99 38
E mail matti.vikkula@scandinavianbiogas.com
Scandinavian Biogas is a leading Nordic producer of biogas for vehicle fuel and fertilizer. Biogas is CO2-neutral and made from sewage and household, agriculture as well as industrial organic waste. Today Scandinavian Biogas has facilities in Sweden, Norway and Korea. In 2021, the company delivered 366 GWh of energy. Scandinavian Biogas has 100 employees and total net sales of SEK 394 million in 2021. The head office is located in Stockholm and the company is listed on Nasdaq First North. Certified advisor is Erik Penser Bank AB, telephone: +46 (0) 8-463 80 00, certifiedadviser(at)penser.se. www.scandinavianbiogas.com
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