The shareholders in EKOBOT AB (publ), registration no. 559096–1974 (the ”Company”), are hereby invited to an extraordinary general meeting on 22 January 2024, at 16:00 in the Company’s premises at Slakterigatan 10, 721 32 Västerås.
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the extraordinary general meeting in EKOBOT AB, and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
RIGHT TO PARTICIPATE AND REGISTRATION
Shareholders who wish to attend the general meeting shall
- be entered in the share register maintained by Euroclear Sweden AB no later than 12 January 2024, and
- no later than 16 January 2024, have notified their participation and any assistants (maximum two) to the Company.
Notification must be made in writing to EKOBOT AB (publ), Slakterigatan 10, 721 32 Västerås (please mark the envelope with ”EGM January 2024”) or by e-mail to info@ekobot.se. In the notification, the full name, social security number or organization number, shareholding, type of share, address, telephone number and, where applicable, information about the proxy or assistant must be stated. The application must be accompanied by powers of attorney, registration certificate and other authorization documents, where applicable.
Nominee registered shares
Shareholders who have had their shares registered with a nominee through a bank or securities institution must have their shares registered in their own name in order to have the right to vote at the extraordinary general meeting. Such registration can be temporary (so-called voting registration) and is requested from the nominee according to the nominee’s procedures. Voting registrations completed (registered with Euroclear Sweden AB) no later than 16 January 2024 are taken into account in the share register.
Proxy
Shareholders who are represented by proxy must issue a written power of attorney for the proxy, signed and dated by the shareholder. If the power of attorney is issued by a legal entity, a copy of the registration certificate or, if such a document is not available, the corresponding authorization document. Proxy forms for shareholders who wish to participate in the meeting by proxy are available on the Company’s website (www.ekobot.se) no later than two weeks before the meeting. The power of attorney and the certificate of registration may not have been issued earlier than one year before the date of the meeting, with the exception of if the power of attorney specifies a longer period of validity, however a maximum of five years. The original power of attorney and any proof of registration must be available at the extraordinary general meeting and a copy of the documents should be sent well in advance of the meeting to the Company at the above address.
PROPSED AGENDA
- The meeting opens
- Election of chairman at the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution to authorise the board of directors to resolve on new issue of shares, warrants and convertible notes.
- Resolution to authorise the board of directors to make minor adjustments to the decisions made at the meeting
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 7 – Resolution to authorise the board of directors to resolve on new issues of shares, warrants and convertible notes
The board of directors proposes that the extraordinary general meeting resolves to authorise the board of directors to – on one or more occasions and until the next annual general meeting – resolve to increase the Company’s share capital by issuing new shares, warrants and convertibles within the limits permitted by the articles of association from time to time.
A new issue of shares, as well as the issue of warrants and convertibles, may be made with or without deviation from the shareholders’ preferential rights against cash payment, payment in kind, by set-off or otherwise be subject to conditions pursuant to Chapter 2, Section 5 of the Swedish Companies Act. According to Chapter 16 of the Swedish Companies Act, the board of directors is not entitled to use this authorisation to decide on issues to board members and/or employees of the Company.
The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential rights is to enable new issues of shares, warrants and convertibles to be made in order to maximise the company’s ability to achieve its commercial goals in 2024.
Item 8 – Decision on authorization for the board to make minor adjustments to the decisions made at the meeting
The board proposes that the meeting authorises the board, the executive director or any other person that the board otherwise appoints to make such minor adjustments and clarifications of the resolutions made at the meeting to the extent this is required for registration of the resolutions.
OTHER
Shareholders’ right to receive information
According to Chapter 7 Section 32 of the Swedish Companies Act, shareholders have the right to request information from the board and the managing director regarding conditions that may affect the assessment of a matter on the agenda. The board and the managing director must disclose such information if the board considers that it can be done without significant harm to the Company.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, see the privacy policy on Euroclear AB’s website,
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
Proxy forms will be made available to shareholders at the Company no later than two weeks before the meeting. The complete proposals for the resolutions will be made available at the Company’s premises no later than two weeks before the meeting. Proxy forms and other documents will be sent free of charge to shareholders who request it and state their postal address or e-mail address and will be published on the Company’s website.
Number of shares and votes
At the time of issuing this notice, the total number of shares and votes in the Company amounts to 15,246,317. The Company does not own any own shares.
_____________________________
Västerås in January 2024
EKOBOT AB (publ)
The board of directors