Notice of extraordinary general meeting in NeoDynamics AB (publ)
The shareholders in NeoDynamics AB (publ), corp. reg. no 559014-9117 (the “Company”) are hereby convened to an extraordinary general meeting on Monday 3 April 2023, at 15.30 at the Company’s premises on Lejonvägen 14, Lidingö, Sweden.
Right to participate
Shareholders who wish to participate in the general meeting must:
- be registered in his/her/its own name (not nominee-registered) in the share register kept by Euroclear Sweden AB on Friday 24 March 2023 (the record date), and
- notify his/her/its intention to attend the general meeting to the Company no later than Thursday 30 March 2023, by mail to NeoDynamics AB (publ), Lejonvägen 14, 181 32 Lidingö, Sweden or by e-mail to [email protected].
Such notification shall include the shareholder’s name, personal identification number or corporate registration number, number of shares, address and telephone number, details on advisors (no more than two), if any, and, where applicable, details of representatives or proxies.
Nominee-registered shares
Shareholders whose shares are nominee-registered through a bank or other trustee must, in order to exercise the right to vote and participate in the general meeting, temporarily register their shares in their own names (so-called voting rights registration). Voting rights registration requested by shareholders in such time that the nominee has completed the registration no later than Tuesday 28 March 2023 will be considered in the preparation of the share register. This means that shareholders who wish to temporarily register their shares in their own names must make such request to their nominees well in advance of this date.
Proxy
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a copy of the certificate of registration or equivalent must be attached. The power of attorney may not be valid for a period exceeding five years from its issuance. The original power of attorney and certificate of registration should be submitted to the Company by mail to the address mentioned above in due time prior to the general meeting. Alternatively, the original power of attorney and certificate of registration may be brought and presented at the general meeting. The Company provides a proxy form at request and on the Company’s website, www.neodynamics.com.
Number of shares and votes
As of the date of this notice, there are a total of 120,501,184 shares and votes in the Company.
Proposed agenda
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- Resolution on authorization for issues of shares, warrants and/or convertible instruments
- Resolution on adoption of new Articles of Association
- Board election
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The board of directors proposes that Ingrid Salén is elected as chairman of the general meeting.
Item 6 – Resolution on authorization for issues of shares, warrants and/or convertible instruments
The board of directors proposes that the general meeting authorizes the board of directors to, on one or several occasions during the period up to the next annual general meeting, increase the Company’s share capital through issues of new shares, warrants and/or convertible instruments, with or without deviating from the shareholders’ preferential rights, and with or without provisions on payment by non-cash consideration and/or by way of set-off or other provisions.
The purpose of the authorization and the reason to propose that the board of directors shall be authorized to resolve on issues with deviation from the shareholders’ preferential rights is to give the board of directors flexibility in the work of ensuring that the Company is able to raise capital to finance the operations and to enable continued expansion, alternatively to enable a broadening of the ownership of the Company, e.g. with one or several owners of strategic importance to the Company.
An issue in accordance with this authorization shall be made on market conditions. The board of directors shall be entitled to decide on additional terms and conditions for issues under this authorization and who shall be entitled to subscribe for the shares, warrants and/or convertible instruments. If the board of directors deems it appropriate to facilitate the delivery of shares in connection with an issue in accordance with this authorization, the issue may also take place at a subscription price which corresponds to the quota value of the shares (provided that the Company ensures through relevant agreements that market compensation is received for the issued shares).
The CEO shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Item 7 – Resolution on adoption of new Articles of Association
The board of directors proposes that the general meeting resolves to adopt new Articles of Association where § 4 and § 5 are changed as follows:
| Current wording | New wording |
| § 4 Share capital | § 4 Share capital |
| The company’s share capital shall be not less than SEK 6,000,000 and not more than SEK 24,000,000. | The company’s share capital shall be not less than SEK 12,000,000 and not more than SEK 48,000,000. |
| § 5 Number of shares | § 5 Number of shares |
| The company shall have not less than 60,000,000 shares and not more than 240,000,000 shares. | The company shall have not less than 120,000,000 shares and not more than 480,000,000 shares. |
The CEO shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Item 8 – Board election
The board members Xiaojun Xu and Jie Bao have as of 14 February 2023 left the board of directors. In light of this, the election committee proposes that the board of directors, for the period until the end of the next annual general meeting, shall consist of four directors (previously six) and no deputy directors (unchanged) and to re-elect Ingrid Salén (chairman), Carina Bolin, Claes Pettersson and Matthew E. Colpoys, Jr.
Majority requirements
A resolution in accordance with the proposals under item 6 and 7 above requires that it is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
The shareholders’ right to information at the general meeting
The board of directors and the CEO shall, upon request by any shareholder, and where the board of directors deems that such information may be provided without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda.
Documents
The board of director’s complete proposals for resolutions as well as other documents according to the Swedish Companies Act will be held available at the Company (Lejonvägen 14, 181 32 Lidingö, Sweden) and at the Company’s website, www.neodynamics.com. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address.
Processing of personal data
For information regarding the processing of personal data, please refer to the policy available on Euroclear Sweden AB’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Lidingö in March 2023
NeoDynamics AB (publ)
The board of directors
This disclosure contains information that NeoDynamics is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014) and the Swedish Securities Markets Act (2007:528). The information was submitted for publication, through the agency of the contact person, on 01-03-2023 08:35 CET.