LUND,
Sweden, July 18, 2024 /PRNewswire/ -- 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 August 6,
2024 at 13:00 CET at Ideon
Science Park, Scheelevägen 19 in Lund.
Notification etc.
Those who wish to participate in the annual general meeting
must:
-
- be listed as a shareholder in the presentation of the share
register prepared by Euroclear Sweden AB concerning the
circumstances as per the record date of July
29, 2024; and
- give notice of intent to participate no later than July 31, 2024. Notification shall be made either
in writing to Enzymatica AB, Att: Sriwarint Olsson, Ideon
Science Park, Scheelevägen 19, SE-223 70 Lund, or by email,
sriwarint.olsson@enzymatica.com.
The notice shall include full name, personal identification
number or corporate registration number, address and daytime
telephone number and, where appropriate, information about
representative, proxy and assistants. The number of assistants may
not be more than two (2). The notification should, where
appropriate, be accompanied by proxies, registration certificates
and other documents of authority.
In order to be entitled to participate in the meeting, a
shareholder whose shares are registered in the name of a nominee
must, in addition to giving notice of participation in the extra
general meeting, register its shares in its own name at Euroclear
Sweden AB so that the shareholder is listed in the share register
as of the record date of July 29,
2024. Such registration may be temporary (so called voting
rights registration), and a request for such voting rights
registration shall be made to the nominee, in accordance with the
nominee's routines, at such time in advance as decided by the
nominee. Voting rights registration that has been made no later
than July 31, 2024, will be
considered in the presentation of the share register.
Proxies etc.
If shareholders are to be represented by a proxy, the proxy must
bring a written, dated and signed by the shareholder power of
attorney to the meeting. The power of attorney must not be older
than one (1) year, unless a longer period of validity (but at most
five (5) years) has been specified in the power of attorney. If the
power of attorney has been issued by a legal entity, the
representative must also have a current registration certificate or
equivalent authorization document for the legal entity. To
facilitate entry, a copy of the power of attorney and other
authorization documents should be attached to the notification to
the general meeting. Proxy forms will be kept available on the
Company's website, www.enzymatica.com, and at the Company's head
office and will be sent by post to shareholders who contact the
Company and state their address.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Drafting and approval of the voting list
- Approval of the agenda
- Election of one or two persons to countersign the minutes
- Determination as to whether the meeting has been duly
convened
- 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
Resolution proposals
Item 2 – Election of chairman of the meeting
The Board
of Directors proposes that attorney at law Markus Nivinger,
Setterwalls Law Firm, shall be elected chairman of the meeting.
Item 7 – Approval of the resolution by the Board of Directors
on a rights issue with preferential rights for the Company's
shareholders
The Board of Directors proposes that the meeting approve the
board's decision of 18 July 2024 that
the Company's share capital should increase by a maximum of
SEK 2,774,117.32 through a new rights
issue of a maximum of 69,352,888 shares, each with a quota value of
SEK 0.04.
The following terms and conditions shall apply to the issue.
- The new shares must be subscribed with preferential rights by
the Company's shareholders in relation to the number of shares they
previously owned. For each share held on the record date, the
shareholder receives a subscription right, whereby five (5)
subscription rights entitle the holder to subscribe for two (2) new
shares.
- In the event that not all shares have been subscribed with the
support of subscription rights, the Board of Directors must, within
the framework of the maximum amount of the new issue, decide on the
allocation of shares subscribed without the support of subscription
rights. Such shares shall primarily be allocated to those who also
subscribed for shares with the support of subscription rights,
regardless of whether they were shareholders on the record date or
not, pro rata in relation to the number of subscription rights that
each exercised for subscription. Alternatively, such shares must be
allocated to others, pro rata in relation to their reported
interest. To the extent that allocation according to above cannot
take place pro rata, allocation must be made by lottery. Any
remaining shares must be allocated to those who guaranteed the new
issue, pro rata in relation to the guaranteed amount.
- The record date for determining which shareholders shall be
entitled to subscribe for new shares with preferential rights shall
be August 26, 2024.
- The subscription price is SEK 1.90 per share, which in
case of full subscription gives a total subscription liquid of a
maximum of approximately SEK 131.8
million.
- Subscription of new shares with the support of subscription
rights must take place by simultaneous cash payment during the
period from and including August 28,
2024, to and including September 11,
2024. Subscription of new shares without the support of
subscription rights must take place during the same period on a
separate subscription list. Payment for new shares that are
subscribed for without the support of subscription rights must be
paid in cash no later than the second banking day after the
dispatch of the settlement note showing notification of the
allocation of shares. The board shall have the right to extend the
time for subscription and payment.
- Premium must be added to the free premium fund.
- The new shares shall carry the right to a dividend for the
first time on the dividend record date that falls after the new
issue has been registered with the Swedish Companies Registration
Office.
- Trading in subscription rights will take place during the
period from and including August 28,
2024 to and including September 6,
2024. Trading in BTA (Paid-up Subscribed Shares) will
take place from and including August 28,
2024, to and including around September 20 2024.
It was noted that documents in accordance with Chap 13 Sec 6 of
the Companies Act had been presented in the proper order.
The Board of Directors, or the person appointed by the Board of
Directors, shall have the right to make the minor adjustments to
the above decision that may prove necessary in connection with
registration of the decision at the Swedish Companies Registration
Office or Euroclear Sweden AB.
Meeting documents
Documents that must be provided before the meeting according to
the Swedish Companies Act will be kept available at the Company and
on the Company's website, www.enzymatica.com, at least two weeks
before the day of the meeting and will be sent free of charge to
shareholders who request it and provide their postal address. In
other respects, the Board of Directors' complete resolution
proposal appears in the notice.
Information at the meeting
The board and the managing director must, if a shareholder
requests it and the board considers that it can happen without
significant damage to the company, provide information about
conditions that may affect the assessment of a matter on the
agenda. The disclosure obligation also refers to the company's
relationship with other group companies, the consolidated accounts
and such relationships regarding subsidiaries as referred to in the
previous sentence.
Shareholders who wish to submit questions in advance can do so
by mail to Sriwarint Olsson with the address Enzymatica AB, Attn:
"Extra general meeting 2024", Ideon Science Park, Scheelevägen 19,
223 70 Lund or by e-mail to sriwarint.olsson@enzymatica.com.
Submitted questions should include the shareholder's name including
the shareholder's social security number or corporate identity
number. It is also recommended that submitted questions include the
shareholder's mailing address, email address and telephone
number.
Number of shares and votes
The total number of shares and votes in the Company on the day
of this notice amounts to 173,382,220. The Company does not own any
own shares.
Processing of personal data
For information on how your personal data is processed, please
refer to the privacy policy available at the webpage of
Euroclear Sweden AB.
Translation
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 in
July 2024
Enzymatica AB (publ)
The Board of Directors
For more information, please contact:
Claus Egstrand,
CEO, Enzymatica AB
Phone: +44 7780 22 8385 |
Email: claus.egstrand@enzymatica.com
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