Notice of extra general meeting in Freemelt Holding AB (publ)
21 Feb 2023
The shareholders of Freemelt Holding AB (publ), reg. no. 559105-2922, (the "Company") are hereby invited to the extra general meeting on Monday 13 March 2023 at 10:00 CET at the Company's premises on Bergfotsgatan 5A in Mölndal.
Right to attend the general meeting
Shareholders who wish to attend the general meeting must:
- be registered in the share register maintained by Euroclear Sweden AB on the record date, Friday 3 March 2023; and
- no later than Tuesday 7 March 2023 notify the Company of their participation and any assistants by:
i. Made by post to Freemelt Holding AB (publ), Bergfotsgatan 5A, 431 35 SE-Mölndal (please mark the envelop "Registration EGM Freemelt Holding AB"); or
ii. By email to firstname.lastname@example.org (please state " Registration EGM Freemelt Holding AB").
The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Friday 3 March 2023 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Tuesday 7 March 2023 considered in preparations of the share register.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, 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. A copy of the proxy in original and, where applicable, the registration certificate, should be submitted to the Company by mail at the address set forth above and be at the Company’s disposal no later than on Tuesday 7 March 2023. A proxy form will be available on the Company's website, www.staging.freemelt.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
- Opening of the meeting and election of chairperson of the meeting and appointment of the keeper of the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one person to certify the minutes.
- Examination of whether the meeting has been properly convened.
- Resolution to issue shares.
- Closing of the meeting.
Item 1: Opening of the meeting and election of chairperson of the meeting and appointment of the keeper of the minutes
The nomination committee proposes that Carl Palmstierna is appointed as chairperson of the general meeting and keeper of the minutes or, in his absence, the person appointed by him.
Item 6: Resolution to issue shares
Carlbergssjön AB, shareholder in the Company, proposes that the extra general meeting shall resolve to issue no more than 845,000 shares, without preferential rights for the Company's shareholders, as follows:
The total increase of the Company's share capital shall amount to a maximum of SEK 42,250.00.
The subscription price for the new shares shall be SEK 6.00 per share, which is based on the price determined in an accelerated book-building procedure carried out by ABG Sundal Collier AB ("ABGSC") on 21 February 2023, in total SEK 5,070,000.00 if all shares are subscribed for.
The right to subscribe for the shares shall, without preferential rights of the shareholders, be attributed to the Company's board members and the Company's CEO.
Subscription shall be made on a subscription list no later than on 27 March 2023. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 27 March 2023. The board of directors is entitled to extend the last day for payment.
The share premium shall be transferred to the unrestricted premium reserve.
The new shares will entitle to dividend for the first time on the record date for dividend that occurs following the registration of the new shares with the Swedish Companies Registration Office and when the shares have been entered in the share register kept by Euroclear Sweden AB.
The new share issue is considered as an extension of the accelerated book-building procedure that the board has resolved on in connection with this new share issue based on its authorization, in which investors, who have notified their interest in the accelerated book-building procedure carried out by ABGSC, have subscribed for shares. The Company's board of directors has in connection to the accelerated book-building procedure made an overall assessment and carefully considered the possibility of a rights issue to raise the required equity, but believes that this would, inter alia, entail a risk that the Company would not be able to meet its capital needs while maintaining an optimal capital structure. The reason for carrying out a directed share issue without preferential rights for the shareholders is to avoid such risk and considering that a rights issue, compared to a directed share issue, (i) would take significantly longer time to execute and thereby entail increased market risk exposure, (ii) would require significant underwriting commitments from an underwriting syndicate given the current market volatility, which would entail additional costs and/or additional dilution depending on the type of consideration paid for such underwriting commitments, (iii) likely would have had to be made at a lower subscription price given the discount levels in rights issues completed on the market in recent time, and (iv) unlike a rights issue, a directed share issue is to some extent expected to broaden the shareholder base and provide the Company with new reputable institutional owners and strategic investors.
The subscription price in the new share issue is determined to be in accordance with market conditions as it has been determined through an accelerated book-building procedure carried out by ABGSC.
It is proposed that 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.
Resolutions in accordance with item 6 is valid only where supported by shareholders holding not less than nine-thirds (9/10) of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total number of shares and votes in the Company as of the date of the notice amounts to 36,600,000. The Company does not own any of its own shares.
Proxy form and the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company at its address at Bergfotsgatan 5A, 431 35 SE-Mölndal and at the Company's website, www.staging.freemelt.com, and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice bolagsstammorengelska.pdf.
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Mölndal in February 2023
Freemelt Holding AB (publ)
The board of directors
Latest update: 2023-02-21