Notice to attend the extraordinary general meeting in OssDsign AB
The shareholders in OssDsign AB, reg. no. 556841-7546 (the “Company”), are hereby given notice to attend the extraordinary general meeting at 10:00 am on Monday 16 October 2023 at Setterwalls Advokatbyrå’s offices at address Sturegatan 10 in Stockholm. Registration for the meeting commences 30 minutes before the opening of the meeting.
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Friday 6 October 2023; and
(ii) notify the Company of their attendance and any assistant no later than
Tuesday 10 October 2023. Notification can be made in writing to Setterwalls Advokatbyrå AB, Attn: Andreas Wårdh, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to [email protected].
Notification shall include full name, personal identification number or corporate registration number, address, daytime telephone number and, if appropriate, information about representative, proxy, and assistants. The number of assistants may not be more than two. To facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
To be entitled to participate and vote at the meeting, shareholders who have their shares registered in the name of a nominee must have their shares registered in their own name, so that the shareholder will be included in the transcription of the share register as of
Friday 6 October 2023. Such registration may be temporary (so-called voting rights registration) and is requested to the nominee in accordance with the nominee's routines at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Tuesday 10 October 2023 will be taken into account in the preparation of the share register.
Proxy voting
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be available on the Company’s website www.ossdsign.com. The original version of the power of attorney shall also be presented at the meeting.
Processing of personal data
For information regarding how your personal data is processed in connection with the general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
1. Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Resolution on an approval of the board of directors’ resolution on issuance of new shares with deviation from the shareholders’ preferential rights;
- Closing of the meeting.
The board of directors’ proposed resolutions
The board of directors of the Company has presented the following proposed resolutions in relation to items 1 and 6 in the proposed agenda.
Item 1. Election of chairman
Axel Helle (lawyer at Setterwalls Advokatbyrå) is proposed as chairman of the meeting.
Items 6. Resolution on an approval of the board of directors’ resolution on issuance of new shares with deviation from the shareholders’ preferential rights
As communicated in the Company’s press releases from 26 September 2023, the Company’s board of directors has resolved on a directed issue of in total 26,315,790 shares at a subscription price of SEK 5.7 per share, consequently raising gross proceeds of approximately SEK 150 million. 17,835,782 shares are issued based on the issue authorization granted by the annual general meeting on 31 May 2023, and the remaining 8,480,008 shares are issued subject to the subsequent approval of an extraordinary general meeting.
The board of directors proposes that the general meeting resolves on an approval of the board of directors’ resolution to increase the Company’s share capital by up to SEK 530,000.50 through the issue of up to 8,480,008 new shares, each with a quota value of SEK 0.0625.
The following terms and conditions shall apply to the issue of shares.
- The subscription price per share is SEK 0.0625.
- With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by institutional, and other qualified, investors.
- Subscription for new shares shall be made on a separate subscription list no later than 16 October 2023. Payment for the subscribed shares shall be made no later than on
18 October 2023. The board of directors shall be entitled to extend the subscription period and the time of payment. - The new shares convey right to dividends for the first time on the first record date set for dividends after the registration of the new shares with the Swedish Companies Registration Office.
Oversubscription cannot take place.
The rationale for carrying out the share issue is to secure financing of the Company’s operations and previously communicated strategy shift. The board of directors has made an overall assessment and carefully considered the possibility to raise capital through a rights issue with preferential right for the Company's existing shareholders. The board of directors considers that the reasons for deviating from the shareholders’ preferential right are (i) that a rights issue would take a significantly longer time to complete and entail a higher risk for an adverse effect on the share price, particularly in light of the current market volatility and the challenging market conditions, (ii) to diversify and strengthen the Company's shareholder base with institutional investors, (iii) to carry out a directed share issue can be made at lower costs and with less complexity than a rights issue and in light of the current market conditions, the board of directors has assessed that a rights issue would also require external underwriting from a guarantor syndicate that would entail additional significant costs. Considering the above, the board of directors has made the assessment that a directed share issue with deviation from the shareholders’ preferential right is the most favourable alternative for the Company to finance the announced new strategy, creates value for the Company and is in the best interest of the Company’s shareholders. The board of directors thus considers that the reasons outweigh the main rule that new share issues are to be carried out with preferential rights for the shareholders.
The board of directors’ assessment is that the subscription price in the share issue is in accordance with market terms and conditions, since it has been determined through an accelerated book-building procedure, and taking into account that the Company will receive an unconditional capital contribution in connection with the completion of the share issue.
The CEO of the Company is hereby authorised to make such minor formal adjustments to the issue resolution, which may be required for registration of the new shares with the Swedish Companies Registration Office or Euroclear Sweden AB.
Number of shares and votes in the Company
The total number of shares and votes in the Company at the time of announcement of this notice is 71,343,130. The Company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to chapter 7, section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (205:551)) the board of directors and the CEO are under a duty to, if any shareholder so request and the board of directors deems that it can be made without material damage to the Company, at the meeting provide information, regarding circumstances, which may affect the assessment of a matter on the agenda.
Documentation
Documents to be dealt with at the general meeting will be kept available at the Company’s office not later than two weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the Company’s website www.ossdsign.com. The above-mentioned documents will also be presented at the general meeting.
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Uppsala, September 2023
The board of directors