Communiqué from Extraordinary General Meeting in BoMill AB
Today, April 6, 2023, the Extraordinary General Meeting of BoMill AB with company registration number 556556-4332, was held. Below is a summary of the resolutions made. All resolutions were taken unanimously.
Approval of the first proposal regarding the resolution to amend the Articles of Association
The extraordinary general meeting resolved in accordance with the proposal from the Board of Directors regarding the new Articles of Association with the essential amendments stated in Schedule 1.
Approval of the first proposal regarding the resolution to reduce the share capital
The extraordinary general meeting resolved in accordance with the first proposal from the Board of Directors regarding the reduction of the share capital.
The share capital shall be reduced by the amount of SEK 9 305 814. The purpose of the reduction is to transfer to non-restricted reserves. The reduction shall take place without the cancellation of shares.
Approval of the proposal regarding the resolution to issue new shares with preferential rights for existing shareholder
The extraordinary general meeting resolved in accordance with the proposal from the Board of Directors regarding the preferential rights issue with the following main conditions:
- The share capital shall be increased with SEK 13 958 721 at the most, and the number of shares shall be increased with 46 529 070 shares at the most.
- The right to subscribe for the shares shall be for the company's shareholders, where each share entitles to subscribe for one (1) new share.
- Also those that are not shareholders are entitled to subscribe shares in the rights issue. The shares that are subscribed without the support of subscription rights shall be allotted in accordance with the following:
a) Firstly, to those who have subscribed shares with support of subscription rights, regardless if they were shareholders on the record day and in the event of oversubscription, in relation to the number of used subscription rights, and if this cannot be realized, by draw;
b) Secondly, to those who have subscribed shares without the support of subscription rights and not included in item a) above, regardless if they were shareholders on the record day, in relation to the number of subscribed shares in this category, and if this cannot be realized, by draw; and
c) Thirdly, to those who have entered into a commitment regarding subscription and payment of the shares that have not been allotted to and/or paid by other subscribers, pro rata in relation to the maximum amount committed to subscribe or other agreed allocation among them that have entered into such commitment.
- For each share shall payment of SEK 0,47 be made.
- The recorded date for participating in the rights issue shall be April 13, 2023.
- Subscription of the new shares shall be made from and including April 19, up to and including May 3, 2023.
- Subscription of new shares with preferential rights shall be paid in cash no later than May 3, 2023. Subscription of new shares without preferential rights (if any) shall be paid in cash in accordance with sent contract note, no later than May 12, 2023.
- The Board of Directors may extend the subscription period and the payment terms.
- Paid amounts that exceed the quota value of the shares shall be contributed entirely to the free share premium reserve.
- The new shares will provide the right to dividend on the recorded date closest after registration of this rights issue at Bolagsverket and the shares have been recorded in the share register held by Euroclear Sweden AB.
- The Board of Directors is authorized to make minor adjustments to the resolution if required when registering with the Swedish Companies Registration Office and/or Euroclear Sweden AB.
Approval of the second proposal regarding the resolution to amend the Articles of Association
The extraordinary general meeting resolved in accordance with the second proposal from the Board of Directors amendments of the Articles of Association as follow from below.
| Current wording | Proposed wording |
| § 4 Share capitalThe share capital shall be not less than SEK 12 000 000 and not more than SEK 48 000 000 | § 4 Share capitalThe share capital shall be not less than SEK 1 000 000 and not more than SEK 4 000 000. |
| § 5 Number of sharesThe number of shares shall be not less than 40 000 000 and not more than 160 000 000. | § 5 Number of sharesThe number of shares shall be not less than 75 000 000 and not more than 300 000 000. |
Approval of the second proposal regarding resolution to reduce the share capital
The extraordinary general meeting resolved in accordance with the second proposal from the Board of Directors regarding the reduction of the share capital.
The share capital shall be reduced by a maximum amount of SEK 27 000 000 decreased to an amount so that the share capital exceeds as nearest as possible SEK one million (1,000,000) where the quota value is a whole tenth of an öre.
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It was noted that the resolutions were approved unanimously by all shareholders represented at the extraordinary general meeting.
The minutes of the extraordinary general meeting will be found on BoMills website after being approved, at the latest two weeks after the extraordinary general meeting: https://www.bomill.com/investors/corporate-governance/shareholders-meetings/egm2023/
For additional information, visit https://www.bomill.com/investors/corporate-governance/shareholders-meetings/ or contact BoMill.
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Time schedule for the rights issue
- April 11, 2023: Last day of trading in BoMill shares including subscription rights.
- April 12, 2023: First day of trading in BoMill shares excluding subscription rights.
- April 12, 2023: Publication of the prospectus
- April 13, 2023: Record date for participating in the rights issue.
- April 19 - April 27, 2023: Trading with subscription rights (corrected date)
- April 19 - May 3, 2023: Subscription period.
- April 19, 2023 - week 22/23, 2023: Trading with new shares as BTA, to be continued until registration of the share issue at the Companies Registration Office has been completed, which is expected during the weeks 22/23, 2023.
- May 8, 2023: Publication of the outcome of the rights issue.
Change of publication date for Q1-January - March 2023 and publication of the annual report 2022
The Board of Directors has decided to prepone the publication of the quarterly report for January - March 2023 to April 12, 2023, instead of May 11, 2023, to provide information to the shareholders on their decision to subscribe shares in the rights issue.
The annual report for the financial year 2022 will be published on April 12, 2023.