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Notice of Extraordinary General Meeting in Sileon AB (publ)

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N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.

The shareholders of Sileon AB (publ) (the "Company") are hereby invited to the Extraordinary General Meeting to be held on 19 June 2024 at 16.00 at Advokatfirman Schjødt, Hamngatan 27, in Stockholm.

Right to participate in the Extraordinary General Meeting and notice of participation

Notice of participation

A shareholder who wishes to participate in the Extraordinary General Meeting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 11 June 2024, and (ii) no later than 13 June 2024 give notice by post to Sileon AB (publ), EGM 2024, Box 4169, SE-102 64 Stockholm, Sweden or via e-mail to anm@sileon.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying advisor(s) (maximum two advisors) as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company's website, www.sileon.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Extraordinary General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than 13 June 2024.

Nominee-registered holdings

To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 11 June 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 13 June 2024 are taken into account when preparing the share register.

Proposed agenda

Proposed agenda for the Extraordinary General Meeting.

  1. Opening of the meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes.
  6. Determination of whether the meeting has been duly convened
  7. Resolution on amendment of the Articles of Association
  8. Resolution on amendment of the Articles of Association and reduction of the share capital
  1. The Board of Directors' proposal for a resolution to amend § 4 of the Articles of Association
  2. The Board of Directors' proposal for a resolution on reduction of the share capital
  1. Resolution to authorize the Board of Directors to resolve on new issues of shares
  2. Closing of the meeting

Resolution proposals

Item 7 - Resolution on amendment of the Articles of Association

The Board of Directors of the Company proposes that the Extraordinary General Meeting shall resolve to amend the Articles of Association of the Company as follows.

§ 4 of the Articles of Association is proposed to be worded as follows.

Proposed wording

The share capital shall be a minimum of SEK 12,500,000 and a maximum of SEK 50,000,000.

§ 5 of the Articles of Association is proposed to be worded as follows.

Proposed wording

The number of shares shall be a minimum of 50,000,000 and a maximum of 200,000,000.

A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

Both the CEO and the person appointed by the Board of Directors are authorized to make such minor adjustments to the resolution as may prove necessary for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Item 8 - Resolution on amendment of the Articles of Association and reduction of the share capital

In order to adjust the size of the Company’s share capital to the Company’s operations, the Board of Directors proposes that the general meeting resolves on a reduction of the share capital according to item 8 b) below. In order to carry out the reduction of the share capital in accordance with the Board of Directors’ proposal under item 8 b) the limits of the share capital set forth in the Articles of Association must be amended in accordance with item 8 a) below. The Board of Directors proposes that the resolution of the general meeting according to the Board of Directors’ proposals under item 8 a) and b) shall be adopted as one single resolution. Resolution under this item 8 is conditional upon the general meeting also resolving in accordance with item 7 and that the Board of Directors resolve on a new share issue with preferential rights for the Company's existing shareholders as the Company on 17 May 2024 announced its intention to carry out (the "Rights Issue"). A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

Item 8 a) - The Board of Directors' proposal for a resolution to amend § 4 of the Articles of Association

To enable the reduction of the share capital under item 8 b), the Board of Directors proposes that the general meeting resolves that the limits of the share capital in § 4 of the Articles of Association are amended as follows.

§ 4 of the Articles of Association is proposed to be worded as follows.

Proposed wording

The share capital shall be a minimum of SEK 1,500,000 and a maximum of SEK 6,000,000.

Item 8 b) - The Board of Directors' proposal for a resolution on reduction of the share capital

In order to adjust the size of the share capital to the Company’s operations, the Board of Directors proposes that the Extraordinary General Meeting resolves on a reduction of the share capital on the following terms:

  1. The share capital shall be reduced by maximum of SEK 39,538,515.60.
  2. The reduction amount shall be allocated to unrestricted shareholders’ equity.  
  3. The reduction shall be made without retirement of shares.

The reduction amount shall be of such size that the quota value (after the completion of the Rights Issue, which the Board of Directors intends to resolve upon based on the issue authorization under item 9) shall be SEK 0.01 per share.

The reduction of the share capital also requires authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court of general jurisdiction. Provided that the required authorization is obtained, the resolution on the share capital reduction, which means that the quota value of each share is reduced from SEK 0.25 to SEK 0.01, will be implemented in the third quarter 2024.

Item 9 - Resolution to authorize the Board of Directors to resolve on new issues of shares

The Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors, on one or several occasions and for the period up to the next Annual General Meeting, to resolve to issue new shares, without deviation from the shareholders' pre-emptive rights with payment in cash or through set-off. Resolutions pursuant to the authorization shall be able to be made within the registered Articles of Association's limits for number of shares at any given time. The purpose of the authorization is to enable the cost-effective acquisition of capital to facilitate further development of the Company's operations.

Both the CEO and the person appointed by the Board of Directors are authorized to make such minor adjustments to the resolution as may prove necessary for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Other

A resolution to authorize the Board of Directors to issue shares is required in order to carry out the Rights Issue. In connection with the Rights Issue, Rieber & Søn AS ("Rieber & Søn"), which owns shares in the Company corresponding to approximately 17.7 percent of the total number of shares and votes in the Company, has entered into subscription and guarantee undertakings with the Company. 

The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has granted Rieber & Søn an exemption from the mandatory bid obligation with regard to subscription of shares made in accordance with the above-mentioned subscription and guarantee undertaking. The exemption is conditional upon the shareholders being informed prior to the Extraordinary General Meeting of maximum percentage of the votes and shares that Rieber & Søn may obtain by subscribing for shares in accordance with the subscription and guarantee undertakings, and that the resolution to authorize the Board of Directors to resolve upon the Rights Issue is approved by the Extraordinary General Meeting with at least two-thirds of both the votes cast and the shares represented at the general meeting, disregarding shares held and represented at the general meeting by Rieber & Søn. 

If Rieber & Søn fulfils its subscription undertaking and the entire guarantee undertaking is utilized, Rieber & Søn's shareholding after the Rights Issue will amount to a maximum of approximately 64.15 percent of the shares and votes in the Company.

Information at the meeting

Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Companies Act.

Processing of personal data

For information on how your personal data is processed, please refer to Euroclear's privacy policy, which is available on their website: www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Documents

Documents in accordance with the Swedish Companies Act and other documents will be available at the Company and on the Company's website, https://sileon.com/. The documents will also be sent to shareholders who wish to do so and state their postal address.

______________­­­­­­­­­
Stockholm in May 2024

Sileon AB (publ)
Board of Directors
 

For more information, please contact:

David Larsson, VD, Sileon AB  
E-post: david.larsson@sileon.com  
Telefon: +46 725 502 306 

About Sileon

Sileon AB (publ) is a global fintech company that offers an innovative card-based Buy Now Pay Later (BNPL) SaaS functionality to banks, card issuers and fintechs. With Sileon’s BNPL product, customers can add BNPL to their existing credit or debit card base and run their B2B or B2C BNPL business in-house. Sileon operates in a fast-growing international market with an estimated transaction volume of $680 billion globally by 2025. Sileon is listed on the Nasdaq First North Growth Market and has its headquarters in Stockholm, Sweden. The Company’s Certified Adviser is Carnegie Investment Bank AB (publ).

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