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2020-07-15

Notice of Extra General Meeting in Acarix AB


Notice of Extra General Meeting in Acarix AB

The shareholders of Acarix AB, reg. no. 559009-0667, (the "Company"), are hereby convened to the extra general meeting to be held on Tuesday 11 August 2020, at 10.00 at Baker & McKenzie Advokatbyrå's premises at Vasagatan 7 in Stockholm..

Information with respect to the coronavirus
Due to the development of the coronavirus the goal is that the extra general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance, please see below, as well as the possibility of participating by way of proxy. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the extra general meeting:

  • Possibility to vote in advance and participate remotely via video.
  • Registration for the general meeting will commence at 09.45.
  • External guests will not be invited.
  • No food or refreshments will be served.

The Company follows the development and the recommendations of the authorities and will, if necessary, update the information about the extra general meeting on the Company’s website, www.acarix.com

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 Wednesday 5 August 2020, be registered in the share register maintained by Euroclear Sweden AB. 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, therefore must, no later than on Wednesday 5 August 2020, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting; and

      ii.            notify the participation at the general meeting no later than Wednesday 5 August 2020. Notice of participation at the general meeting shall be sent by regular mail to EGM, Acarix AB, Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm or by e-mail to ian.gulam@bakermckenzie.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. 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.The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail or e-mail at the address stated above, and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on Wednesday 5 August 2020. A form proxy will be available for downloading on the Company´s website www.acarix.com.

Advance voting
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection.
A special form shall be used for advance voting. The form is available on www.acarix.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.

The completed voting form must be submitted to the Company no later than on Wednesday 5 August 2020. The completed and signed form shall be sent to the address stated under "Right to attend the general meeting and notice" above. A completed form may also be submitted electronically and is to be sent to ian.gulam@bakermckenzie.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

Further instructions and conditions is included in the form for advance voting.

Attend remotely
The shareholders might attend the extra general meeting either physically, in person or by proxy, or remotely (via video conference) and vote in advance. Those who are willing to attend the extra general meeting remotely and would like to utilize their voting rights can do so by participating in person, via video conference, via proxy or vote in advance. The Company will distribute the video conference details to the shareholders that have notified the Company of their intention to attend the general meeting remotely, no later than on Monday 10 August 2020.

Proposed agenda

  1. Opening of the meeting
  2. Election of the chairman of the general meeting
  3. Preparation and approval of voting list
  4. Election of one person to certify the minutes
  5. Determination of whether the general meeting has been duly convened
  6. Approval of the agenda
  7. Resolution regarding approval of the board of directors' resolution for rights issue
  8. Resolution regarding incentive program 2020/2023 for through issuance and transfer of warrants
    1. Resolution to issue warrants
    2. Resolution on approval of transfer of warrants
  9. Closing of the meeting

Proposals for resolutions:

Item 2: Election of the chairman of the general meeting
The board of directors proposes that Ian Gulam, LL.M., at Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.

Item 7: Resolution regarding approval of the board of directors' resolution for rights issue
The board of directors proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 86,156,738 shares, with preferential rights for the Company's shareholders dated on 15 July 2020 in accordance with the following:

The total increase of the Company's share capital can amount to a maximum of SEK 861,567.38.

The subscription price for the new shares is SEK 0.65 per share, in total SEK 56,001,879.70 if all shares are subscribed for.

Those who on the record date 18 August 2020 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 at a subscription price of SEK 0.65 per share. Shareholders receive five subscription right for each share held as of the record date. Three subscription rights entitle the holder to subscribe for one new share in the rights issue.

Subscription for shares with subscription rights shall be made by payment in cash during the period from 21 August 2020 up until and including 4 September 2020. Subscription for shares without subscription rights shall be made on a subscription list during the period from 21 August 2020 up until and including 4 September 2020. 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 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 to the total number of shares allotted through exercise of 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, pro rata to the new number of shares subscribed for in the 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 guarantees and in accordance with the conditions of their respective guarantee.

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.

Item 8: Resolution regarding incentive program 2020/2023 for through issuance and transfer of warrants
Upon recommendation of the remuneration committee, the board of directors of the Company proposes that the extra general meeting resolves to implement an incentive program through issuance of warrants to senior executives, employees and other key persons within the Company and the company group and to Acarix Incentives AB, reg. no. 559102-0044, (the "Subsidiary"), with subsequent transfer to senior executives, employees and other key persons within the Company and the company group ("Incentive program 2020/2023") in accordance with the below.

Background and rationale
The proposed warrant program corresponds to the program adopted by the annual general meeting 14 May 2020. Due to the proposed rights issue the board of directors has resolved to terminate the incentive program and instead resolved to implement a new incentive program in accordance with the below. No warrants have been subscribed for by the eligible subscriber.

The purpose of the proposal is to establish conditions to maintain and increase the motivation of senior executives, employees and other key persons within the Company and company group. The board of directors finds that it is in all shareholders' interest that senior executives, employees and other key persons, which are considered important to the development of the company group, have a long term interest in developing high value of ...

Författare Acarix AB

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