Notice to attend the extraordinary general meeting of Minesto AB (publ)

GOTHENBURG, Sweden, Feb. 26, 2024 /PRNewswire/ — The shareholders of Minesto AB (publ), reg. no. 556719-4914 (“Minesto” or the “Company”), are hereby given notice to attend the Extraordinary General Meeting to be held on Wednesday, 13 March 2024 at 1:00 p.m. at MAQS Advokatbyrå’s premises on Östra Hamngatan 24 in Gothenburg, Sweden.

Exercising voting rights at the Extraordinary General Meeting

Any shareholder wishing to participate at the Extraordinary General Meeting must:

    1.  be entered in the share register kept by Euroclear Sweden AB as per Tuesday, 5 March 2024, and, if the shares are nominee-registered, and
    2. have registered their intention to participate in the Extraordinary General Meeting to the Company in accordance with the instructions under the heading “Notification of personal participation or participation by proxy“, in such time that the notification is received by the Company no later than Thursday, 7 March 2024.

Nominee registered shares

To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee, must in order to be entitled to exercise its voting rights give notice about its intention to participate in the meeting and temporarily register the shares in its own name in the share register at Euroclear. Such registration must be effected no later than on Thursday, 7 March 2024 and, thus, the shareholder should provide notice to the nominee thereof in due time before that day. Voting rights registrations requested by a shareholder in such time that the voting rights registration has been effected by the nominee no later than on Thursday, 7 March 2024, will be considered at the presentation of the share register.

Notification of personal participation or participation by proxy

Shareholders wishing to attend the Extraordinary General Meeting in person or by proxy shall notify the Company no later than Thursday, 7 March 2024, either:

    1. by post to Minesto AB (publ), J A Wettergrens Gata 14, 421 30 Västra Frölunda (mark the envelope “EGM 2024”); or
    2. by e-mail to [email protected] .

The notification shall include name or company name, personal identification number or corporate registration number, address, telephone number as well as, where applicable, the number of assistants (maximum two).

Anyone who does not wish to attend in person may exercise their right at the Extraordinary General Meeting by proxy with a written, signed and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent document of authorisation for the legal entity must be attached.

To facilitate access to the Extraordinary General Meeting, powers of attorney, registration certificates and other authorisation documents should be received by the Company at the address Minesto AB (publ), J A Wettergrens Gata 14, 421 30 Västra Frölunda (mark the envelope “EGM 2024“) well in advance of the Extraordinary General Meeting and preferably no later than Thursday, 7 March 2024.

Please note that the notification of participation at the Extraordinary General Meeting shall take place even if a shareholder wishes to exercise its voting rights at the Extraordinary General Meeting by proxy. Submission of power of attorney does not constitute a valid notification to the Extraordinary General Meeting.

A power of attorney form is available on the Company’s website, www.minesto.com .

Items at the Extraordinary General Meeting

Proposed agenda:

  1. Opening of the meeting
  2. Election of chairperson of the meeting
  3. Preparation and approval of the voting register
  4. Approval of the agenda
  5. Election of one or two persons to verify the minutes
  6. Determination of whether the Extraordinary General Meeting has been duly convened
  7. Resolution regarding approval of the Board of Directors’ resolution on new issue of units with preferential rights for existing shareholders
  8. Resolution regarding adjustment authorization
  9. Closing of the meeting

Proposed resolutions by the Board of Directors

2 Election of chairperson of the meeting

The Board of Directors proposes that Eric Ehrencrona or, in the event of an impediment, the person appointed by the Board of Directors instead be elected as the chair of the Extraordinary General Meeting.

7 Resolution regarding approval of the Board of Directors’ resolution on new issue of units with preferential rights for existing shareholders

The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors’ resolution of 26 February 2024 on a new issue of no more than 40,183,173 new shares, leading to an increase of share capital of no more than SEK 2,009,158.65, and an issue of no more than 13,394,391 warrants of series TO4, entitling to subscribe for a total of 13,394,391 shares in the Company, leading to an increase of the share capital of no more than SEK 669,719.55.

The issues are treated as one resolution and are carried out by issuing so-called units with preferential rights for existing shareholders (the “Rights Issue“) and on the following conditions.

  1. The right to subscribe for shares in the Rights Issue shall, with preferential rights, rest with those who are registered as shareholders of the Company on the record date of the issue. Each shareholder shall have a preferential right to subscribe for shares in proportion to the number of shares previously held by the shareholder.

  2. Twelve (12) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of three (3) new shares and one (1) warrant of series TO4.

  3. Subscription can only be made for units and thus not for shares or warrants separately. Allocation may only be made in units. However, after the completion of the Rights Issue, the shares and the warrants will be separated.

  4. The record date for determining which shareholders are entitled to subscribe for units with preferential rights shall be 15 March 2024.

  5. The subscription price per unit shall be SEK 9.00, corresponding to a subscription price of SEK 3.00 per share. The part of the subscription price that exceeds the quotient value shall be added to the non-restricted share premium reserve. Any part of the subscription price that exceeds the quotient value upon subscription of shares with the support of the warrants shall be transferred to the free premium reserve. Warrants of series TO4 are issued free of charge.

  6. Subscription of units shall take place during the period from and including 19 March 2024 up to and including 2 April 2024. Subscription of units with preferential rights (i.e. with unit rights) shall be made through payment. Subscription of units without preferential rights (i.e. without unit rights) shall be made on designated application form during the period set out above. The Board of Directors shall be entitled to resolve on an extension of the subscription period.

  7. Payment for units subscribed for without exercise of unit rights shall be made no later than three banking days from notice of allotment (settlement note) has been sent to the subscriber. However, the Board of Directors shall have the right to resolve on an extension of the payment period.

  8. Payment for subscribed units shall be made in cash. However, it is noted that the Board of directors can allow set-off in accordance with the conditions specified in Chapter 13, Section 41 of the Swedish Companies Act.

  9. If not all of the units are subscribed for with exercised unit rights, the Board of Directors shall, up to the maximum amount of the Rights Issue, resolve on allotment of units subscribed for without exercised unit rights. In such case, units shall:
    1. firstly, be allotted to those who have also subscribed for units with support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event that allotment to these cannot be made in entirety, allotment shall be made pro-rata in relation to the number of unit rights used for subscription of units and, insofar as this cannot be done, by drawing of lots;
    2. secondly, be allotted to others who have applied for subscription of units without support of unit rights, and, in the event that allotment to these cannot be made in entirety, allotment shall be made pro-rata in relation to the number of units that such persons have applied for subscription for and, insofar as this cannot be done, by drawing of lots; and
    3. lastly, be allotted to those who have provided issue guarantees for subscription of units, pro rata in relation to their guarantees and, insofar as this cannot be done, by drawing of lots.
  10. Each warrant of series TO4 shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 70 per cent of the volume-weighted average price paid for the Company’s share on Nasdaq First North Growth Market during the period from and including 3 March 2025 up to and including 14 March 2025, however, not less than the shares quotient value and not more than SEK 4.50 per share.

  11. Each warrant of series TO4 shall entitle the holder to subscribe for one (1) new share in the Company during the period from and including 18 March 2025 up to and including 1 April 2025, or as may otherwise follow from the terms and conditions in special cases, see section 12 below.

  12. Complete terms and conditions for warrants of series TO4 are stated in the special terms and conditions that will be made available before the meeting in accordance with the heading “Other” below.

  13. The new shares shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB. The shares issued as a result of subscription by support of the warrants shall carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register of Euroclear Sweden AB

  14. 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 or Euroclear Sweden AB.

The Rights Issue is valid only if the proposal is supported by shareholders representing more than half of the votes cast.

8 Resolution regarding adjustment authorization

The Board of Directors, the CEO or the person appointed by the Board of Directors shall be authorized to make such minor amendments and clarifications of the resolution by the Extraordinary General Meeting that may prove necessary in connection with registration of the resolutions.

Number of shares and votes

At the time of this notice, the total number of shares and votes in the Company amounts to 160,732,694. The Company holds no treasury shares.

Other

Power of attorney forms and complete proposals for resolutions with adhering documents will be made available no later than two weeks prior to the Extraordinary General Meeting. The notice and documents as above will be made available at the Company on J A Wettergrens Gata 14 in Västra Frölunda and on the Company’s website, www.minesto.se , and will be sent to shareholders who request it and provide their e-mail or postal address. The Extraordinary General Meeting’s shareholder’s register is available at the Company’s office at the above address.

The shareholders are reminded of the right to, at the Extraordinary General Meeting, request information from the Board of Directors and the Managing Director in accordance with Chapter 7, Section 32 of the Swedish Companies Act.

Processing of personal data

For information on how your personal data is processed please see  https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

Gothenburg in February 2024

Minesto AB (publ)
The Board of Directors 

For additional information, please contact
Cecilia Sernhage, Chief Communications Officer
+46 735 23 71 58
[email protected]

The following files are available for download:

https://mb.cision.com/Main/14621/3935278/2626191.pdf

Notice to attend the extraordinary general meeting of Minesto AB (publ)

 

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