Bulletin from the Extraordinary General Meeting on Tuesday 2[nd] of April in Diagonal Bio AB
Today, 2nd April 2024, an Extraordinary General Meeting was held in Diagonal Bio AB, reg. no. 559248–8984. Below is a summary of the resolutions passed. All resolutions were passed with the required majority.
The board's proposal on reducing the share capital (Item 7)
The general meeting decided on the board of directors' proposal to reduce the company's share capital in accordance with the conditions below:
1. The purpose of the reduction is to allocate to unrestricted equity.
2. The company's share capital shall be reduced by 1,998,788.95 SEK.
3. The reduction shall be carried out without withdrawal of shares.
The board's proposal on amendments of the articles of association (Item 8)
The general meeting decided on the board of directors' proposal on amending the articles of association as follows:
| Current wording | Proposed wording |
|
§ 4 Share capital The share capital shall be no less than SEK 2,500,000 and no more than SEK 10,000,000. § 5 Number of shares The number of shares shall be no less than 25,000,000 and no more than 100,000,000. |
§ 4 Share capital The share capital shall be no less than SEK 3,997,577.90 and no more than SEK 15,990,311.60. § 5 Number of shares The number of shares shall be no less than 400,000,000 and no more than 1,600,000,000. |
Approving the board's decision on a rights issue of units (Item 9)
The general meeting approved the board of directors' proposal on that the company shall, through a rights issue, issue a total of up to 639,612,464 shares with a subscription price of SEK 0.05 per share, as a result of which the Company's share capital may increase by a maximum of SEK 31,980,623.20.
Through a rights issue, the company shall issue a maximum of 79 951 558 warrants of series TO 1, each entitling the holder to subscribe for one (1) new share. In the event that all warrants of series TO 1 are exercised, the share capital may increase by a maximum of SEK 3,997,577.9.
The board's proposal on reducing the share capital (Item 10)
The general meeting decided on the board of directors' proposal to reduce the company's share capital in accordance with the conditions below:
1. The purpose of the reduction is to allocate to unrestricted equity.
2. The company's share capital shall be reduced by 29,981,834.25 SEK.
3. The reduction shall be carried out without withdrawal of shares.
The board’s proposal on authorizing the board on deciding on issues (Item 11)
The general meeting resolved to authorize the board to decide on the issuance of a maximum number of shares, convertibles, and/or warrants that entitle to subscription of, or result in the issuance of, a maximum number of shares that falls within the limits of the articles of association, with or without deviation from the shareholders' pre-emption rights. The authorization should be valid until the annual general meeting of 2024, and the board should have the right to decide on the detailed terms and conditions of the issuance on each occasion. To ensure that the company's current shareholders are not disadvantaged relative to the external investors who may subscribe for shares, convertibles, and/or warrants in the company, the board finds it appropriate that an issuance with deviation from the shareholders' pre-emption rights should be carried out at a subscription price assessed by the board as market-based, subject to a market-based issue discount where applicable. In addition to cash payment, payment may also be made with in-kind contributions or through set-off, or otherwise under certain conditions.
Lund in April 2024
Diagonal Bio AB
THE BOARD
For additional information about Diagonal Bio AB
Please contact:
Karin Wehlin, Interim CEO
Phone: +46 703 052 488
E-mail: kw@diagonalbio.com
Kerstin Åkesson Jakobsson
Chair of the Board of Directors
Phone: +46 705 504 540
E-mail: [email protected]
Certified Adviser
Svensk Kapitalmarknadsgranskning AB
E-mail: [email protected]
Diagonal Bio is a Swedish Medtech company founded in 2020 with the vision to limit the spread of infectious diseases worldwide by creating an easy-to-use, cost-efficient, quick, and accurate platform technology based on Diagonal Bio’s patented technology for detection of genetic markers. At Diagonal Bio we are creating two separate product lines intended for different market segments: LAMPlify®️for the less regulated market segments; PANVIRAL®️ for the in-vitro diagnostic market segments.
www.diagonalbio.com
