The shareholders of Ovzon AB (publ), reg. no. 559079-2650, (the "Company"), are hereby convened to the extra general meeting to be held on Wednesday 15 November 2023 at 14:00 CET at the Company's premises on Anderstorpsvägen 10 in Solna.
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
i. on the record date, which is Tuesday 7 November 2023, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation and any assistants (no more than two) in the extra general meeting no later than Thursday 9 November 2023. The notification shall be in writing to Baker McKenzie Advokatbyrå, Attn: Carl Isaksson, Box 180, 101 23 Stockholm or via e-mail: carl.isaksson@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee registered shares
Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Tuesday 7 November 2023, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 9 November 2023 will be considered in preparations of the share register.
Proxy etc.
Shareholders who are casting advance votes via proxy should submit a power of attorney, dated and signed by the shareholder, together with the advance vote. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. If the shareholder is a legal person, certificate of registration or other documents of authority shall be attached to the form. A form proxy will be available for downloading on the Company's website www.ovzon.com.
Proposed agenda:
- Opening of the meeting and election of the chairman at the general meeting
- Preparation and approval of a voting list
- Election of one or two persons to certify the minutes
- Examination whether the meeting has been properly convened
- Approval of the agenda
- Determination of the number of directors
- Resolution regarding approval of the boards resolution on a preferential rights issue
- Closing of the meeting
Proposals for resolutions:
Item 1: Opening of the meeting and election of the chairman at the general meeting
The board of directors proposes that Carl Isaksson, attorney at law, at Baker McKenzie Advokatbyrå, is appointed as chairman of the general meeting, or, in his absence, the person appointed by him.
Item 6: Determination of the numbers of directors
It is proposed that the board shall consist of sex directors without deputies.
It is noted that all current directors remain in place.
Item 7: Resolution regarding approval of the boards resolution on a rights issue
The board of directors of the Company proposes that the general meeting approves the board of directors' resolution on a rights issue of shares as follows:
The board, or the person appointed by the board within itself, is authorized to decide, no later than the day that falls five weekdays (13 November 2023) before the record date (20 November 2023), by which amount the Company's share capital shall be increased, the maximum number of shares to be issued in the rights issue, the number of existing shares that shall entitle for subscription of a certain number of new shares and the subscription price to be paid for each new share. Any share premium shall be transferred to the unrestricted premium reserve.
Those who on the record date 20 November 2023 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right, to subscribe for new shares in the rights issue.
Subscription for shares with subscription rights shall be made by payment in cash during the period from 22 November 2023 up until and including 6 December 2023. Subscription for shares without subscription rights shall be made on a subscription list during the period from 22 November 2023 up until and including 6 December 2023. Payment for shares subscribed for without subscription rights shall be made no later than three days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.
If all of the new shares are not subscribed for with subscription rights, the board will decide on allotment of new shares subscribed for without subscription rights. Allotment will then be made firstly to persons who have applied for subscription without subscription rights and who have subscribed for new shares with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation exercised subscription rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without subscription rights, and in the case of oversubscription, in relation to the new number of shares subscribed for in the respective application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining shares shall be made to the investors who have provided guarantee commitments and in accordance with the terms and conditions of the guarantee commitment of the respective guarantor.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 55,765,258 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Proxy form, the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least three weeks in advance of the meeting. All documents are available at the Company and at the Company's website www.ovzon.com and will be sent to shareholders who request it and provide their e-mail or postal address. The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Solna in October 2023
Ovzon AB (publ)
The board of directors
