Pressmeddelande

16 februari 2023 – 14:30

Bulletin from extraordinary general meeting of EKOBOT AB (publ) on 16 February 2023

The extraordinary general meeting of EKOBOT AB (publ) (the ”Company”) took place today, 16 February 2023 Company’s premises at Slakterigatan 10, Västerås. The meeting resolved with the required majority as follows:

Amendment of the articles of association
The extraordinary general meeting resolved, in accordance with the proposal of the board of directors’, to amend the articles of association.

The amendment to the articles of association entails adjusting the limits on the share capital and the number of shares in such a way that the share capital shall be not less than SEK 4,025,000 and not more than SEK 16,100,000 and the number of shares shall be not less than 11,500,000 and not more than 46,000,000.

Resolution approving the board of directors’ resolution on a right issue
The extraordinary general meeting resolved to approve the resolution of the board of directors dated 16 January 2023 on the rights issue.

As a result of the rights issue, the Company’s share capital may be increased by a maximum of SEK 2,997.654.8 through the issue of a maximum of 8,564,728 new shares. Shareholders who are registered in the Company’s share register maintained by Euroclear Sweden AB as of the record date on 21 February 2023 will receive subscription rights for participation in the rights issue. Subscription for units shall take place during the period from 23 February 2023 up to and including 9 March 2023.

Resolution on (a) incentive program 2023/2026A for senior executives, employees and consultants in the Company, (b) directed issue of warrants and (c) approval of transfer of warrants

The extraordinary general meeting resolved to establish a warrant-based incentive programme for employees, senior executives and consultants of the Company, as proposed by the board of directors, involving the issue of a maximum of 107,000 warrants of series 2023/2026A. Each warrant entitles the holder to subscribe for one share in the Company during the exercise period at an amount equal to 200 percent of the volume weighted average price of the Company’s shares on the Nasdaq First North Growth Market during the 10-trading day period immediately preceding 16 February 2023. The exercise period for the subscription of shares under the warrants is from 1 September 2026 until 30 September 2026. The subscription of the warrants shall take place at a price corresponding to the market value of the warrants using an accepted valuation method (Black & Scholes model).

Resolution on (a) incentive program 2023/2026B for board members in EKOBOT AB (b) directed issue of warrants and (c) approval of transfer of warrants

The Extraordinary General Meeting resolved to establish a warrant-based incentive programme for the board of directors of the Company, as proposes by the Shareholder Navus Ventures B.V, involving the issue of a maximum of 102,000 warrants of series 2023/2026B. Each warrant entitles the holder to subscribe for one share in the Company during the exercise period at an amount equal to 200 percent of the volume weighted average price of the Company’s shares on the Nasdaq First North Growth Market during the 10 trading day period immediately preceding 16 February 2023. The exercise period for the subscription of shares under the warrants is from 1 September 2026 until 30 September 2026. The subscription of the warrants shall take place at a price corresponding to the market value of the warrants using an accepted valuation method (Black & Scholes model).

Decision to authorize the board to decide on new issue of shares, warrants and convertibles

The extraordinary general meeting resolved to authorize the board to – on one or more occasions and no later than the next annual general meeting – decide to increase the Company’s share capital through a new issue of shares, warrants and convertibles within the limits permitted by the articles of association from time to time.
New issue of shares, warrants and convertibles, must be able to take place with or without deviation from the shareholders’ pre-emptive rights and with or without provision for in-kind, set-off or other conditions. In accordance with Chapter 16 of the Swedish Companies Act, the authorisation does not give the board the right to decide on issues to board members in the group, employees, etc. The issue decided with the support of authorization must take place on market terms.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential right is that new issues of shares, warrants and convertibles should be able to take place in order to increase the Company’s financial flexibility and/or the board’s room for action.

Resolution authorising the board of directors to make minor adjustments to the resolutions adopted at the meeting
The extraordinary general meeting resolved to authorise the board of directors, the CEO or the person otherwise appointed by the board of directors to make such minor adjustments and clarifications to the resolutions adopted at the extraordinary general meeting as are necessary for the registration of the resolutions.

_______________

Västerås, February 2023
EKOBOT AB (publ)
Board of Directors