The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Lund on October 18, 2018
Notice of Extraordinary General Meeting in Enzymatica AB (publ)
The shareholders in Enzymatica AB (publ), reg. no 556719-9244 (the “Company”) are hereby invited to attend the Extraordinary General Meeting (“EGM”) to be held on Monday November 5, 2018 at 09.30 a.m. at Elite Hotel Ideon, Scheelevägen 27 in Lund. Registration for the EGM starts at 09.00 a.m.
Right to participate and notice
Only shareholders that are recorded in their own name in the Company’s share ledger kept by Euroclear Sweden AB (The Swedish Central Securities Depository Euroclear Sweden AB) as of
October 29, 2018 and also have given notice on October 29, 2018 to the Company of their intent to participate, preferably no later than 4.00 p.m., have the right to participate in the EGM. A shareholder may be accompanied by not more than two advisors, provided that the number of such advisors has been notified to the Company no later than the aforementioned time. Proxies do not need to notify the number of advisors in advance.
Notice may be given in writing to Enzymatica AB (publ), att: EGM, Ideon Science Park, 223 70 Lund or by e-mail to email@example.com. The notice should specify the shareholder’s name, personal identity or company registration number, address, work-hour telephone number and shareholding, and names of any advisors.
In order to be entitled to participate in the EGM, shareholders whose shares are trustee-registered must temporarily register their shares in their own names. Such registration should be requested from the trustee, and must be executed with Euroclear Sweden AB on October 29, 2018. Shareholders that wish to execute such registration must, well in advance before the said date, notify its trustee thereof.
If a shareholder intends to participate by proxy, the proxy must bring a written and dated proxy signed by the shareholder in original to the meeting. The proxy may not be older than five years. Proxy forms can be downloaded from the Company’s website, www.enzymatica.com. If the proxy is issued by a legal entity, the proxy must also bring current registration certificate (Sw. registreringsbevis) of the legal entity or similar document of authorization for the legal entity.
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the register of voters
- Election of persons to confirm the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Approval of the resolution by the Board of Directors on a rights issue with preferential rights for the Company’s shareholders
- Closing of the meeting
Election of chairman of the meeting (item 2)
The Board of Directors has proposed that legal counsel Madeleine Rydberger shall be elected chairman of the meeting.
Approval of the resolution by the Board of Directors on a rights issue with preferential rights for the Company’s shareholders (item 7)
The Board of Directors of Enzymatica AB (publ) has resolved, subject to approval by the Extraordinary General Meeting on 5 November 2018, on a new share issue on the following terms and conditions.
The company’s share capital shall be increased by not more than SEK 2,077,436.20. A maximum number of 51,935,888 new shares shall be issued. The subscription price shall be SEK 1.90 for each new share. The shareholders of the company shall have preferential right to subscribe for new shares in relation to the number of shares previously held by them. For each existing share one (1) subscription right is obtained. Seven (7) subscription rights entitles to subscription for four (4) new shares. The record date for entitlement to participate in the new share issue with preferential right shall be 12 November 2018.
If not all the shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of shares subscribed for without the exercise of subscriptions rights up to the maximum amount of the share issue. Such shares shall in firstly be allotted to those who have also subscribed for shares by exercise of subscription rights, regardless of them being shareholders on the record date or not, pro rata in relation to the number of subscription rights which each person has exercised for subscription. Secondly, such shares shall be allotted to members of the management group who have applied for subscription without the exercise of subscription rights, and thirdly to others, pro rata in relation to their applied interest. To the extent that allotment in accordance to the above cannot be made pro rata, allotment shall be made by drawing of lots. Any remaining shares shall be allotted to those who have guaranteed the new share issue, pro rata in relation to the guaranteed amount.
Subscription for new shares by exercise of subscription rights shall be made by simultaneously cash payment during the period as from 14 November up to and including 28 November 2018. Subscription for new shares without the exercise of subscription rights shall take place during the same period on a separate subscription list. Payment for new shares subscribed for without the exercise of subscription rights shall be made in cash no later than on the second bank day from dispatch of the contract note setting forth the allotment of shares. The Board of Directors shall be entitled to extend the period for subscription and payment. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
The Board of Directors, or whoever the Board of Directors may appoint, shall be authorised to make such minor adjustments of the above proposal as may prove necessary in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB. Documents pursuant to Chapter 13, Section 6 of the Companies Act have been prepared.
Total number of shares and votes
The total number of shares and votes in the Company amounts as per the date of this notice to 90,887,808. The Company does not hold any own shares.
The shareholders are reminded of their right to request information from the Board of Directors and the CEO at the meeting in accordance with Chap. 7 Sec. 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
The Board of Directors’ complete proposal for resolution pursuant to item 7, Enzymatica’s Articles of Association and documentation pursuant to Chap. 13 Sec. 6 of the Swedish Companies Act are available for the shareholders at the Company’s website and at the Company at its abovementioned address at the latest from October 22, 2018 and will free of charge be sent to the shareholders upon their request to the Company, provided that such shareholders state their current address.
Processing of personal data
For information about the processing of your personal data, see the section Extraordinary General Meeting 5 November 2018 on the Company’s website, www.enzymatica.com .
Lund in October 2018
The Board of Directors of Enzymatica AB (publ)
For further information, contact:
Fredrik Lindberg, CEO Enzymatica AB
Phone: 0708-86 53 70 | E-mail: firstname.lastname@example.org
Enzymatica AB is a Swedish life science company that develops and sells medical devices for infection-related diseases. The products are based on a barrier technology that includes marine enzymes. The company’s first product is ColdZyme® Mouth Spray, which can prevent colds and reduce the duration of disease. The product has been launched in about ten markets. The strategy is to continue to grow by strengthening the Company’s position in existing markets and expanding into new geographic markets through established partners. The company has its headquarter in Lund and is listed on Nasdaq First North, Sweden. For more information, visit: www.enzymatica.com.
Enzymaticas Certified Adviser is Erik Penser Bank.