NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING IN TERRANET AB
N.B. This English text is an unofficial
translation of the Swedish original of the notice to attend the
extraordinary general meeting in Terranet AB, and in case of any
discrepancies between the Swedish and the English translation, the
Swedish text shall prevail.
The shareholders of Terranet AB, reg.no
556707-2128 (the "Company"), are hereby convened to an
extraordinary general meeting on 31 January 2024 at 11:00 am CET at
the premises of Eversheds Sutherland Advokatbyrå, Sveavägen 20 in
Stockholm. Registration begins at 10:45 am CET.
RIGHT TO PARTICIPATE AND
REGISTRATION
Shareholders who wish to attend the general
meeting shall
- be entered in the share register maintained by Euroclear Sweden
AB on 23 January 2024, and;
- notify the Company of their intention to participate in the
meeting no later than 25 January 2024 by e-mail to
dan.wahrenberg@terranet.se or by post to Terranet AB, Mobilvägen
10, 223 62 Lund, Sweden, mark the envelope with "Extraordinary
General Meeting 2024". Upon notification, the shareholder shall
state name, personal or corporate identity number, address and
telephone number and, where applicable, information about
assistants (maximum 2).
NOMINEE REGISTERED SHARES
Shareholders who have had their shares
registered by a nominee through a bank or investment institution
must have their shares registered in their own name to be entitled
to attend the general meeting. Such registration may be temporary
(so-called voting registration) and is requested from the nominee
in accordance with the nominee’s procedures. Voting registrations
made (registered with Euroclear Sweden AB) no later than 25 January
2024 will be taken into account in the preparation of the share
register.
PROXY
Shareholders represented by proxy must issue a
written power of attorney for the proxy, signed and dated by the
shareholder. The period of validity of the proxy may not exceed
five years if specifically stated. If no period of validity is
indicated, the proxy shall be valid for a maximum of one year. If
the proxy is issued by a legal person, a copy of the certificate of
registration or equivalent of the legal person must be attached.
The original proxy and any certificate of registration should be
sent by post to the Company at the above address in good time
before the general meeting. The proxy form will be available on the
Company's website (www.terranet.se) at least two weeks before the
general meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Election of one or more persons to verify the minutes
- Determination whether the meeting has been duly convened
- Approval of the agenda
- Resolution on a) the number of members of the board of
directors, b) election of a new member of the board of directors,
and c) determination of the remuneration to a new member of the
board of directors.
- Resolution on approval of the board’s resolution on a directed
issue of units from the 12 January 2024
- Resolution to authorise the board of directors to make minor
adjustments of the resolutions
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 2 – Election of the chairman of the
meeting The nomination committee proposes that lawyer Mark
Falkner, Eversheds Sutherland Advokatbyrå AB, is elected as
chairman at the meeting.
Item 7 – Resolution on a) the number of
members of the board of directors, b) election of a member of the
board of directors, and c) determination of the remuneration to a
member of the board of directors.
The nomination committee proposes that the board
of directors shall be expanded and consist of seven members without
deputies and that Mats Fägerhag is elected as a new board member of
the Company for the period until the end of the next annual general
meeting. Furthermore, the nomination committee proposes that Mats
Fägerhag shall receive a remuneration corresponding to the
remuneration that the annual general meeting 2023 resolved would be
paid to board members who are not employed by the Company,
calculated pro rata for the period Mats Fägerhag is a board member
of the Company until the end of the next annual general
meeting.
Mats Fägerhag brings automotive industry
expertise to the board and will also from time to time work
operationally in the company on specific issues.
Mats was born in 1961 and holds a Master's
degree in Mechanical Engineering from Lund University.
Mats has more than 35 years of experience from
the automotive industry and has held leading positions within Saab
Automobile, General Motors Europe, Volvo Cars, and Geely
Automotive. For ten years, he has been the CEO of the Geely company
CEVT, which, among other things, has developed platforms for Volvo
Cars, Polestar, Lynck&Co, and Geely Automotive as well as
autonomous vehicles for Alphabet-owned ("Google") Waymo.
Mats is currently also chairman of the board of
Aliaro AB, and a board member of Systemite AB, CarlixKlippan AB,
MedicSolution AB and Chalmers Industri Teknik. Mats also works
through his own company as an advisor to various companies.
Mats is independent in relation to the Company,
its management and the Company's major shareholders.
Item 8 – Resolution on approval of the
board’s resolution on a directed issue of units from 12
January 2024
The board of directors proposes that the general
meeting resolves to approve the board’s resolution on a directed
issue of not more than 16,071,428 units, consisting of shares of
series B and warrants of series TO8. The resolution shall otherwise
be governed by the following terms and conditions.
- The new shares and warrants shall be issued in units. Each unit
shall contain two (2) shares of series B and one (1) warrant of
series TO8.
- The Company’s share capital may be increased by a maximum of
SEK 321 428.56 through the issue of not more than 32 142 856
shares. Not more than 16 071 428 warrants of series TO8 shall be
issued entailing an increase in the share capital at the
utilisation of no more than SEK 160,714.28.
- The right to subscribe for units shall, with deviation from the
shareholders' preferential rights, belong to the shareholder Maida
Vale Capital. The right to subscribe for units shall, with
deviation from the shareholders' preferential rights, belong to the
shareholder Maida Vale Capital. Prior to the Directed Issue, the
board of directors has considered the possibility of raising
capital through a cash rights issue but has concluded that a rights
issue, in comparison to the Directed Issue, (i) would be
significantly more time-consuming and entail significantly higher
costs and increased exposure to potential market volatility
compared to a directed issue, (ii) would probably not be subscribed
to the required extent, given the current climate on the stock
market, without underwriting commitments being procured in order to
ensure that the Company is provided with sufficient capital, which
in turn risks incurring additional costs and/or further dilution
depending on the type of consideration paid for such underwriting,
(iii) would entail an uncertainty in relation to the size of the
capital that the Company may receive from the Company's existing
shareholders and (iv) would probably need to be made at a lower
subscription price in view of the discount levels that have
occurred on the stock market recently. Other alternatives,
including the raising of a long-term loan, have also been
considered but have either been deemed to entail too high costs or
not to generate sufficient working capital and thus not to be in
the interest of the Company or the shareholders. The directed share
issue further entails that i) the Company's shareholder base is
broadened with new investors with an interest in the Company and
its development and ii) the Company's ownership base is
strengthened by a number of existing owners investing further in
the Company. In the board's opinion, the above provides a
strengthened ownership picture. An increased ownership for certain
existing shareholders with great commitment to the Company and its
future development creates, in the board's opinion, conditions for
stability and security for both the Company and other shareholders.
Against this background, the board of directors has made the
assessment that a directed new share issue on the proposed terms is
the most favourable for the Company and its shareholders,
especially since the Company is in need of immediate
financing.
- The subscription price per unit amounts to SEK 0.14, meaning a
subscription price per share of SEK 0.07. The subscription price in
the Directed Issue has been determined after negotiations with the
subscribers and corresponds to a discount of approximately 9.23 per
cent in relation to the volume-weighted average price of the
Company's share on Nasdaq First North Premier Growth Market during
the period 27 December 2023 up to and including 10 January 2024 and
is deemed by the board of directors to be on market terms. The
premium shall be added to the free premium fund.
- Subscription shall be made on a separate subscription list on
the date of the resolution. However, the Board of Directors is
entitled to postpone the final date for subscription.
- Payment shall be made within seven banking days from the date
of subscription. However, the board is entitled to postpone the
final date for payment.
- Subscription can only be made in units and thus not of shares
and warrants separately. Allotment may only be made in units.
However, after completion of the issue, the shares and warrants
will be separated.
- Each warrant of series TO8 entitles the holder to subscribe for
one (1) share at a subscription price of SEK 0.14. Subscription for
shares through the exercise of the warrants of series TO8 may be
made during the period from 18 November 2024 up to and including 29
November 2024. The excess price of new subscriptions for shares
through the exercise of the warrants shall be added to the free
share premium fund. The warrants are subject to additional terms
and conditions as set out in a separate appendix, including
customary conversion terms.
- The new shares entitle the holder to a dividend as from the
date on which the shares are entered in the share register.
- The board of directors or the person appointed by the board of
directors is authorised to make the minor adjustments required for
the registration of the resolution with the Swedish Companies
Registration Office.
A valid resolution under the proposal in this
item 8 requires that the proposal is supported by shareholders
holding at least nine tenths (9/10) of both the votes cast and the
shares represented at the meeting.
Item 9 – Resolution to authorise the
board of directors to make minor adjustments to the resolutions
adopted by the Annual General Meeting
The board of directors proposes that the general
meeting authorises the board of directors, the managing director or
the person otherwise appointed by the board of directors or the
managing director, to make such minor adjustments and
clarifications of the resolutions adopted at the general meeting to
the extent required for registration of the resolutions.
OTHER INFORMATION
Documents and information
The notice, a form of power of attorney, and
documents according to the Swedish Companies Act will be available
at the Company’s office for at least two weeks before the general
meeting and will be sent free of charge to shareholders who so
request and provide their postal address. The documents will also
be published on the Company's website, www.terranet.se, no later
than the same day.
Shareholders have the right under Chapter 7,
Section 32 of the Companies Act to request information from the
board of directors and the chief executive officer regarding
circumstances that may affect the assessment of an item on the
agenda. The board of directors and the chief executive officer
shall disclose such information if the board of directors considers
that this can be done without material harm to the Company.
Processing of personal data
The personal data collected from the share
register maintained by Euroclear Sweden AB, received notifications
and information about proxies and assistants will be used for
registration, preparation of the voting list for the general
meeting and, where applicable, the minutes of the meeting. For
information on how your personal data is processed in connection
with the General Meeting, please refer to the privacy policy on the
Euroclear AB website,
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Number of shares and votes
At the time of issuance of this notice, the
total number of shares in the Company is 755,145,869, divided into
1,084,463 shares of series A and 754,061,406 shares of series B.
Each share of series A entitles to two votes and each share of
series B entitles to one vote.
_____________________________
Lund in January 2024Terranet AB
Board of Directors
For more information, please
contactMagnus Andersson CEO Email:
magnus.andersson@terranet.se
About Terranet AB (publ)
Terranet is on a mission to save lives in urban
traffic.
We develop breakthrough tech solutions for Advanced
Driver Assistance Systems (ADAS) and Autonomous Vehicles (AV) that
protect vulnerable road users.
With a unique and patented vision technology,
Terranet’s anti-collision system BlincVision scans and detects road
objects multiple times faster and with higher accuracy than any
other ADAS technology available today.
Terranet is based in Lund, Sweden, and in the heart
of the European automotive industry in Stuttgart, Germany. The
company is listed on Nasdaq First North Premier Growth Market since
2017(Nasdaq: TERRNT-B).
Follow our journey at www.terranet.se
Certified Adviser to Terranet is Mangold Fondkommission
AB, 08-503 015 50, ca@mangold.se.
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