Isconova AB (publ) - Official Notification of Extraordinary General Meeting
The Extraordinary General Meeting (EGM) of Isconova AB (publ), corp. reg. no. 556549-4019, will be held at 4:00 p.m. on Monday, October 1, 2012 at the company’s premises at Kungsgatan 109 in Uppsala, Sweden.
A. Notification, etc.
Shareholders wishing to participate in EGM shall:
1. be registered in the share register maintained by Euroclear Sweden AB on Tuesday, September 25, 2012, and
2. notify their intention to attend the EGM by 4:00 p.m. on Tuesday, September 25, 2012 to the
company by regular mail at Kungsgatan 109, SE-753 18, Uppsala, Sweden, by fax to
+46 18 16 17 01 or by e-mail to Karin.Hjalm@isconova.com or Lena.Gozzi@isconova.com.
Notification should include name or company name, personal identity number/corporate registration number, number of shares held, address and telephone number. Shareholders wishing to be accompanied by one or two advisors must notify this intention in the time and the manner applying to shareholders. If applicable, notification should include power of attorney, registration certificates and other authorization documents.
B. Trustee-registered shares
Shareholders whose shares are held in the name of a trustee must temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB to be entitled to participate in the Meeting. For this registration to appear in the share register by no later than Tuesday, September 25, 2012, the shareholder must request re-registration through the trustee in ample time prior to this date.
C. Representatives, etc.
Shareholders represented by proxy must issue a dated power of attorney for the representative. If the power of attorney is issued by a legal entity, a verified copy of the registration certificate or corresponding document for the legal entity must be appended. The period of validity of the power of attorney may be specified at a maximum of five years from the date of issue. The original power of attorney and any registration certificate should be sent to the company at the above address in ample time prior to the EGM. The company provides power-of-attorney forms on request and these are also available at the company’s website:
D. Proposed agenda
1. Election of Chairman of the Meeting
2. Preparation and approval of the list of shareholders entitled to vote at the Meeting
3. Election of one or two officers to verify the minutes
4. Determination of whether the Meeting has been duly convened
5. Approval of the agenda
6. Resolution on a) alteration of the articles of association and b) approval of the board of directors’ resolution on new issue of shares with pre-emptive right for current shareholders
7. Closing of the Meeting
E. Motions in brief
Resolution on a) alteration of the articles of association and b) approval of the board of directors’ resolution on new issue of shares with pre-emptive right for current shareholders (item 6)
a) Resolution on alteration of the articles of association
To enable the rights issue with pre-emptive right for current shareholders under item b) below, the board of directors proposes that the shareholders’ meeting resolve that the limits for the share capital and the number of shares are adjusted in the articles of association as follows. The limits of the share capital in the articles of association shall be changed from the current minimum of SEK 2,000,000 and maximum SEK 8,000,000 to the minimum of SEK 10,000,000 and maximum of SEK 40,000,000. Article 4 of the Articles of Association shall be worded as follows:
“The share capital shall amount to not less than SEK 10,000,000 and not more than SEK 40,000,000.”
The limits of the number of shares in the articles of association shall be changed from the current minimum of 2,000,000 shares and maximum of 8,000,000 shares to a minimum of 10,000,000 shares and a maximum of 40,000,000 shares. Article 5 of the articles of association shall be worded as follows:
”The company shall have not less than 10,000,000 shares and not more than 40,000,000 shares.”
b) Approval of the board of directors’ resolution on new issue of shares with pre-emptive right for current shareholders
The board of directors proposes that the shareholders’ meeting resolves to approve the board of directors´ resolution of August 26, 2012, subject to the shareholders´ meeting’s subsequent approval, to increase the company’s share capital with not more than SEK 8,316,904 by an issue of not more than 8,316,904 new shares with pre-emptive right for the shareholders on the terms and conditions set out below:
1. The right to subscribe for new shares shall belong to those persons who on the record date for the new issue of shares are recorded as shareholders of the company, where one (1) existing share shall entitle to two (2) subscription rights. One (1) subscription right shall entitle to subscribe for one (1) new share.
2. In the case that not all shares are subscribed for with pre-emptive right, the board of directors shall, within the limits of the maximum number of shares to be issued, resolve on allocation of shares subscribed for without pre-emptive right. Such allocation shall firstly be made to those who has also subscribed for shares with subscription rights, no matter if they where shareholders at the record date or not, pro-rata in relation to the number of subscription rights that each one has used for subscription, and secondly to others who has subscribed for shares without subscription rights, pro-rata in relation to their notified interest. In case allocation cannot be made pro-rata according to above, the allocation shall be made by drawing of lots.
3. Shares that are not subscribed for with pre-emptive right or without pre-emptive right according to items 1 - 2 above, shall be allocated to the underwriters of the new issue of shares pro rata in relation to the amount guaranteed.
4. The record date for participation in the new issue of shares shall be on Tuesday October 9, 2012.
5. Subscription of shares with pre-emptive right shall be made by cash payment during the period from October 15, 2012 to October 29, 2012. Subscription of share without pre-emptive right shall be made on a subscription list during the period from October 15, 2012 to October 29, 2012 and shares allocated thereby shall be paid for in cash at the latest three (3) banking days after the notification of allocation has been sent to the subscriber. The board of directors shall have the right to extend the subscription and payment period.
6. Subscription, as concerns possible subscription by underwriters, shall be made on a subscription list not later than five (5) banking days after the above stated time in item 5. Payment for shares that are subscribed for and allotted shall be made in cash no later than three (3) banking days after the notification of allocation has been sent. The board of directors shall have the right to extend the subscription and payment period.
7. The new shares are issued at a subscription price of SEK 6 per share.
8. The new shares will entitle to dividends for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
9. The managing director, or any other person appointed by the board of directors, shall have the right to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Approval by the shareholders´ meeting of the board of directors’ resolution on new issue of shares requires that the articles of association are changed according to item a).
The shareholders´ meeting’s resolution in accordance with items a) - b) above shall be made as one decision. Such a resolution is valid only if more than shareholders of at least two-third of the votes cast and the shares represented at the Meeting.
F. Number of shares and voting rights
The total number of shares in the company at the date of the official notification of the EGM was 4,158,452. The total number of voting rights in the company on the same date was 4,158,452.
The board of directors’ proposals for resolutions according to above as well as other documentations according to the Swedish Companies Act will be held available at the company´s office, address Kungsgatan 109, SE-753 18 Uppsala, Sweden and on the company´s website, www.isconova.se at the latest on Monday September 17, 2012. Copies of these documents will be sent to those shareholders who so request and who state their postal address.
Uppsala, August 2012
Isconova AB (publ)
Board of Directors