Notice of Extraordinary General Meeting in Sileon AB (publ)
Notice of Extraordinary General Meeting in Sileon AB (publ)
The shareholders of Sileon AB (publ) (the "Company") are hereby invited to the Extraordinary General Meeting to be held on 13 November 2024 at 16.00 at Advokatfirman Schjødt, Hamngatan 27, in Stockholm.
Right to participate in the Extraordinary General Meeting and notice of participation
Notice of participation
A shareholder who wishes to participate in the Extraordinary General Meeting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 5 November 2024, and (ii) no later than 7 November 2024 give notice by post to Sileon AB (publ), EGM 2024, Söder Mälarstrand 45, SE-118 25 Stockholm, Sweden or via e-mail to [email protected]. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying advisor(s) (maximum two advisors) as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company's website, www.sileon.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Extraordinary General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than 7 November 2024.
Nominee-registered holdings
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 5 November 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 7 November 2024 are taken into account when preparing the share register.
Proposed agenda
Proposed agenda for the Extraordinary General Meeting.
- Opening of the Meeting
- Election of Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the meeting has been duly convened
- Resolutions on (a) amendment of the Articles of Association and (b) reverse share split
- Resolution to authorize the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
- Closing of the meeting
Proposed resolutions:
Item 7 - Resolutions on (a) amendments of the Articles of Association and (b) reverse share split
For the purpose of achieving an appropriate number of shares in the Company, the Board of Directors proposes that the General Meeting resolves on a reverse share split in accordance with item 7 (b) below. In order to carry out the reverse share split in accordance with the Board of Directors' proposal under item 7 (b) below, the Board of Directors proposes that the Articles of Association are adjusted in accordance with item 7 (a) below.
The items 7 (a) – (b) are one proposal to be approved together in one resolution at the Extraordinary General Meeting.
The Board of Directors, the CEO, or anyone appointed by the Board of Directors or the CEO, shall be authorised to make such minor amendments to the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the General Meeting.
Item 7 (a) – The Board of Directors' proposal to amend the articles of association
§ 4 of the Articles of Association is proposed to have the following wording.
The share capital shall be a minimum of SEK 1,645,000 and a maximum of SEK 6,580,000.
§ 5 of the Articles of Association is proposed to have the following wording.
The number of shares shall be a minimum of 3,290,000 and a maximum of 13,160,000.
Item 7 (b) – The Board of Directors' proposal on a reverse share split
The Board of Directors proposes that the General Meeting resolves on a reverse share split of the Company’s shares, whereby 50 existing shares will be consolidated into one new share (Sw. sammanläggning 1:50).
The Board of Directors proposes that the General Meeting authorizes the Board of Directors to determine the record date for the reverse share split. The record date may not occur prior to the registration of the reverse share split with the Swedish Companies Registration Office.
In connection with the determination of the record date for the reverse share split, the Board of Directors shall publish details of the procedure for the reverse share split.
The resolution on the reverse share split shall be conditional upon one of the major shareholders agreeing, free of charge, to contribute shares to shareholders whose number of shares is not evenly divisible by 50, and that such shareholder has undertaken to round its remaining shareholding in the Company downwards to the nearest number evenly divisible by 50.
After the reverse share split, the number of shares in the Company will decrease from 164,743,815 to 3,294,876. At the same time, the reverse share split increases the quotient value of the share from SEK 0.01 to approximately SEK 0.50.
Item 8 - Resolution to authorize the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
The Board of Directors proposes that the general meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares, warrants and/or convertibles entitling to shares.
The authorisation may be utilised for new issues of shares, warrants and/or convertibles entitling to shares, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to not more than 20 per cent of the registered share capital in the Company at the time of the issue resolution. The authorisation may also be exercised for issues of shares, warrants and/or convertibles with preferential rights for shareholders corresponding to the available capacity according to the Company’s Articles of Association at the time of the issue resolution. The subscription price shall be determined on market terms and conditions. However, in order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agent that acts as a settlement bank for investors.
Deviation from the shareholders’ preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the Company’s future expansion. If the Board of Directors resolves on an issue with deviation from the shareholders’ preferential rights, the rationale shall be that the Board of Directors shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt, or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the Company’s capital structure.
The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.
Information at the meeting
Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Companies Act.
Processing of personal data
For information on how your personal data is processed, please refer to Euroclear's privacy policy, which is available on their website: www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Documents
Documents in accordance with the Swedish Companies Act and other documents will be available at the Company and on the Company's website, https://sileon.com/. The documents will also be sent to shareholders who wish to do so and state their postal address.
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Stockholm in October 2024
Sileon AB (publ)
Board of Directors
