NOTICE OF EXTRAORDINARY SHAREHOLDERS MEETING IN ENZYMATICA AB (PUBL)
between the Swedish text and the English translation, the Swedish text shall
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 15 March 2016
The shareholders in Enzymatica AB (publ), reg. no 556719-9244 (the "Company") are hereby invited to attend the extraordinary shareholders' meeting to be held on Thursday 14 April 2016 at 1.00 p.m. at Elite Hotel Ideon, Scheelevägen 27 in Lund.
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 8 April 2016, and also have given notice on 8 April 2016 to the Company of their intent to participate, preferably no later than 4.00 p.m., have the right to participate in the shareholders' meeting. 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 need not 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 meeting, 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 8 April 2016. 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 authorisation for the legal entity.
In order to facilitate registration, proxies and documents on authorisation should be the Company to hand at the above-mentioned address well in advance before the meeting, and at the latest on 8 April 2016.
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the register of voters
4. Approval of the agenda
5. Election of one or two persons to confirm the minutes
6. Determination as to whether the meeting has been duly convened
7. Resolution regarding amendment to the articles of association
8. Approval of the board of directors' resolution on a rights issue with pre-emptive right for the shareholders
9. Resolution regarding authorisation of the board of directors to issue shares
10. Closing of the meeting
Item 7: Resolution regarding amendment to the articles of association
The board of directors proposes, in order to enable the proposed new issues of shares as set-forth in items 8-9 below, and subject to these, that the articles of association are amended as follows:
|Current wording||Proposed wording|
|§ 4||The share capital shall be no less than SEK 500,000 and no more than SEK 2,000,000.|| The share capital shall be no less than SEK |
1,500,000 and no more than SEK 6,000,000.
|§ 5||The number of shares in the Company shall not be lower than 12,500,000 and not higher than 50,000,000.||The number of shares in the Company shall not be lower than 37,500,000 and not higher than 150,000,000.|
Item 8: Approval of the board of directors' resolution on a rights issue with pre-emptive right for the shareholders
The board of directors proposes that the meeting approves the board of directors' resolution on a rights issue on the following terms and conditions.
- The Company's share capital shall be increased with a maximum amount of SEK 1,100,817.12 on a rights issue of a maximum of 27,520,428 shares with a quotient value of SEK 0.04 per share.
- The Company's shareholders shall have pre-emptive right to subscribe for new shares in proportion to the shares previously owned.
- Each previously owned share confers the right to one (1) subscription right. Five (5) subscription rights entitles subscription for three (3) new shares.
- The subscription price to be paid shall be SEK 2.18 for each new share.
- If not all shares are subscribed for by exercise of subscription rights in accordance with the shareholders preferential rights mentioned above, the board of directors shall resolve on allotment up to the maximum amount of the share issue. In such case, priority will be given firstly to those who have also subscribed for shares by exercise of subscription rights, on the occasion of oversubscription, pro rata in relation to their subscription for shares by exercise of subscription rights and, to the extent not possible, by drawing of lots. Secondly, allotment of shares subscribed for without subscription rights shall be made to others who have subscribed for shares without subscription rights, if full allotment is not possible, pro rata in relation to their subscription for shares and, to the extent not possible, by drawing of lots. Thirdly, allotment of shares shall be made to those who have provided guarantees for the subscription of shares, pro rata in relation to the guarantee provided.
- The record date for entitlement to participate in the rights issue with pre-emptive right shall be 19 April 2016.
- Subscription for new shares shall be made during the time period as from 21 April 2016 - 6 May 2016. Subscription by exercise of subscription rights shall be made by simultaneous cash payment. Subscription for new shares without subscription rights shall be made on a separate subscription list. Payment for new shares subscribed for without subscription rights shall be made in cash no later than the third bank day from dispatch of the contract note setting forth the allotment of shares to the subscriber. The board of directors shall be entitled to extend the period for subscription and payment.
Item 9: Resolution regarding authorisation of the board of directors to issue new shares
The board of directors proposes that the meeting authorises the board of directors until the next annual shareholders' meeting to, on one or more occasions, resolve to increase the Company's share capital by issue of no more than 17,500,000 new shares. However, such issues may not cause the share capital in the Company to exceed the Company's highest allowed share capital according to the articles of association. The board of directors may deviate from the shareholders' preferential rights. The reason for the board of directors' authorisation to deviate from the shareholders' preferential rights is to enable the company's possibilities to raise new capital and to take advantage of future opportunities to attract new long-term owners of strategic importance to the company, as well as to finance the Company's growth strategy. The authorization also includes the right to decide on payment for the issued shares in kind, set-off or other conditions as referred in Chap. 13 Sec. 5 item 6 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)). At a deviation from the shareholders' preferential rights, the issue rate shall be determined in accordance with market conditions.
Particular majority requirements
For a valid resolution on the proposals pursuant to items 7 and 9, the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as shares represented at the meeting.
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 24,961,438. The company holds no shares. Following the completion of the Company's acquisition of shares in Zymetech ehf., the total number of shares and votes is estimated to increase by 20,905,942 before the date of the meeting.
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 a resolution pursuant to items 7-9 and connected documents pursuant to Chap. 13 Sec. 6 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) are available for the shareholders at the Company's website and at the Company at its above mentioned address at the latest from 17 March 2016 and will free of charge be sent to the shareholders upon their request to the Company, provided that such share-holders state their current address.
Lund in March 2016
The board of directors
For further information, contact:
Fredrik Lindberg, CEO Enzymatica AB
Phone: 0708-86 53 70 | E-mail: firstname.lastname@example.org
About Enzymatica AB
Enzymatica is a life science company and its business concept is to offer effective help against some of our most common diseases where viruses or bacteria play a decisive role. In a short amount of time, the company has developed ColdZyme® , a unique mount spray for colds, and launched the product on six markets and established itself as the top selling product for colds (calculated in SEK) in Swedish pharmacies. The development work includes medical devices relating to upper respiratory tract infections and oral health, as well as veterinary products. The company is headquartered in Lund, Sweden, and is listed on Nasdaq First North. For more information, please visit: www.enzymatica.se.