Notice of Extra General Meeting in Polymer Factory Sweden AB

The shareholders of Polymer Factory Sweden AB, 556695-9531, are hereby invited to an Extraordinary General Meeting on Wednesday February 15th, 2023, 15:00 at Teknikringen 48 1 tr in Stockholm.

Right to participate and registration

Shareholders who wish to participate in the Extraordinary General Meeting must:

• be entered in the share register maintained by Euroclear Sweden AB on February 7^th, 2023, and
• register with the company no later than February 10th, 2023, in writing to Polymer Factory Sweden AB Teknikringen 48 1 tr, 114 28 Stockholm. Registration can also be made by phone to +46 (0) 79 300 27 76 or by e-mail to [email protected]. The notification must state the full name, personal or corporate identity number, shareholding, address, daytime telephone number and, where applicable, information about the deputy, or assistant (no more than 2) must be provided. The notification should be accompanied, where appropriate, by powers of attorney, certificates of registration and other documents of authority. 

Nominee-registered shares
In order to be entitled to participate in the meeting, a person who has had their shares registered in the name of a nominee must, through the care of the nominee, have the shares registered in his own name, so that he or she is registered in the share register maintained by Euroclear Sweden AB as of the record date February 7^th, 2023. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's routines, request that the nominee make such voting rights registration. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the relevant nominee no later than February 9^th, 2023, will be taken into account in the preparation of the share register.

Agents, etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the representative must also bring the current registration certificate or equivalent document of authority for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. Proxy forms are available on the company's website www.polymerfactory.com and sent by post to shareholders who contact the company and provide their address.

Number of shares and votes
The number of outstanding shares and votes in the company at the time of this notice amounts to 6,860,398 shares and 6,860,398 votes. The company holds no own shares.

Draft agenda

1. The opening of the meeting.
2. Election of the Chairman of the meeting.
3. Preparation and approval of the electoral roll.
4. Election of one or two adjusters.
5. Determination of whether the meeting has been duly convened.
6. Approval of the agenda.
7. The Board of Directors' resolution on a rights issue of shares with subsequent approval from the Extraordinary General Meeting
8. The meeting ends.

Proposal for a decision in brief:

The Board of Directors' resolution on a rights issue of shares with subsequent approval from the Extraordinary General Meeting (item 7)

Through a rights issue, to increase the company's share capital by a maximum of SEK 548 831,60 through a new issue of not more than 5 488 316 shares.

For the issue, the following conditions shall apply:

1. The issue shall be made with preferential rights for the shareholders of the company. For each existing share, one (1) subscription right is obtained. Five (5) such subscription rights entitle you to subscribe for four (4) new shares.

2. The record date in the share register maintained by Euroclear Sweden AB for determining which shareholders are entitled to participate in the issue with preferential rights shall be 22 February 2023. Others can also subscribe in the issue.

3. For each subscribed share, SEK 1.60 shall be paid in cash. Amounts in excess of the quotient value shall be added to the free premium fund.

4. Subscription of shares shall take place during the period from and including 24 February 2023 to and including 10 March 2023. Subscription with the support of preferential rights shall be made by simultaneous cash payment. Subscription made without the support of subscription rights must be made on a special subscription list and payment must be made no later than the fourth banking day after the notification of allotment has been sent to the subscriber. The Board of Directors shall have the right to extend the time for subscription and payment.

5. In the event that not all shares are subscribed for with preferential rights in accordance with the above, the Board of Directors shall, within the framework of the issue's maximum amount, decide on the allotment of shares to another person who has subscribed for shares without the support of preferential rights and decide how distribution between subscribers shall thereby take place.

In the first instance, allotment of new shares subscribed for without the support of subscription rights shall be made to such subscribers who have also subscribed for new shares with the support of subscription 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 full, allotment shall be made pro rata in relation to the number of subscription rights if exercised for subscription of new shares and, to the extent that this cannot be done, by drawing lots.

In the alternative, allotment of new shares subscribed for without the exercise of subscription rights shall be made to others who have subscribed without the support of subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in proportion to the number of new shares that each subscribed for and, to the extent that this cannot be done, by lot.

Thirdly, allotment of new shares subscribed for without the support of subscription rights shall be made to the underwriters in proportion to the amount of the guarantee commitments made, and to the extent that this cannot be done, by drawing lots.

6. 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.

7. The Board of Directors or the person appointed by the Board of Directors is authorized to decide on minor corrections required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Personal data
Personal data retrieved from the share register maintained by Euroclear Sweden AB, notification of participation at the meeting and information about deputies, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.

Other
The required documents and proposals for resolutions will be made available at the company's office at Teknikringen 48 1 tr, 114 28 Stockholm, and on the company's website www.polymerfactory.com no later than two (2) weeks before the general meeting and will be sent to shareholders who request it and provide their postal address.  

Shareholders have the right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005:551). Requests for such information can be made in writing to Teknikringen 48 1 tr, 114 28 Stockholm or by e-mail to [email protected].

Stockholm, January 2023
POLYMER FACTORY SWEDEN AB
The Board of Directors