The shareholders of Heliospectra AB (publ), company registration no. 556695-2205, are hereby given notice to attend the Extraordinary General Meeting to be held on Tuesday 12 November 2019 at Centralhuset Conference offices at 10.00 a.m. at the address Nils Ericsonplatsen 4, 411 03 Gothenburg. Registration for the Extraordinary General Meeting will commence at 9.30 a.m.
Notice of intention to participate
Any shareholder wishing to participate at the General Meeting must:
- be entered in the share register maintained by Euroclear Sweden AB (previously VPC AB) as per 6 November 2019, and
- provide notice by letter addressed to Heliospectra AB (publ) ”Extraordinary General Meeting on 12 November 2019”, Fiskhamnsgatan 2, 414 58 Gothenburg, or by electronic notice via web links provided on the company’s website, www.heliospectra.com, no later than 6 November 2019.
The notice must include the shareholder's name, address, telephone number, personal identification number or company registration number as well as the number of assistants.
In order to be entitled to participate at the General Meeting, shareholders who have caused their shares to be registered with a nominee must request that they be temporarily registered in their own name in the shareholders' register maintained by Euroclear Sweden AB. The shareholder should provide notice to the nominee thereof in due time so that registration in the share register has taken place by 6 November 2019.
Shareholders who wish to be represented by a proxy must issue a dated proxy form for the proxy. Proxy forms may be obtained through the company and are available on the company's website, www.heliospectra.com. The proxy should be submitted in original to the company at the above-stated address in due time prior to the meeting. Representatives of legal entities must include a copy of the current certificate of registration or other applicable document.
Opening of the meeting;
Election of chairman of the Extraordinary General Meeting;
Preparation and approval of the voting register;
Election of one or multiple persons to attest the minutes;
Determination of whether the Extraordinary General Meeting has been duly convened;
Approval of the agenda;
Resolution regarding issue of shares;
Resolution regarding adjustment authorization;
Closing of the meeting.
2. Election of chairman of the Extraordinary General Meeting
The Board of Directors proposes that lawyer Eric Ehrencrona is appointed chairman of the meeting.
7. Resolution regarding issue of shares
The Board of Directors proposes an issue of shares (rights issue) in accordance with the following.
The company’s share capital shall increase by a maximum of SEK 936 308.6 through issue of a maximum of 9 363 086 new shares.
The right to subscribe for new shares shall, with pre-emptive rights, fall to those registered for the new issue on the record date as shareholders in the share register maintained by Euroclear Sweden AB. Shareholders shall receive one (1) subscription right for one (1) current share. Shareholders shall receive one (1) share for five (5) subscription rights.
The record day for participation in the new issue shall be 19 November 2019.
Trading with subscription rights is expected to take place between 20 November 2019 and 2 December 2019.
The new shares shall be subscribed for at a price of SEK 5.50 per share where SEK 0.10 constitutes the quotient value and SEK 5.40 constitutes the premium. The premium shall be transferred to the premium fund. Payment for the new shares shall be made in cash.
Subscription and payment of shares with subscription rights shall be made by subscription on a separate subscription list during the period between 20 November 2019 and 4 December 2019. Subscription of shares without the support of subscription rights shall take place on the subscription list during the above-mentioned subscription period. Payment of shares without the support of subscription rights shall be made no later than the third banking day after the subscriber has received notification of subscription. The Board of Directors shall have the right to extend or otherwise adjust the subscription and payment period. A prerequisite for the current stated subscription period is that the actual prospectus is able to be published within the prescribed period.
In the event that not all the shares are subscribed for with the support of subscription rights, the Board of Directors shall, within the limits of the issue’s maximum amount, decide on the allocation of shares subscribed for without the support of subscription rights. In such event, shares shall firstly be allocated to those who also subscribed for shares with the support of subscription rights regardless if they were shareholders on the record day or not, pro rata in relation to the number of subscription rights that each exercised for subscription, secondly allocated to others who registered interest in subscribing for shares without the support of subscription rights, pro rata in relation to their registered interest, and lastly allocate to those who provided issue guarantees regarding subscription of shares.
New share entails the right to dividend the first time on the record date for dividend, which takes place immediately after the new issue has been registered with the Swedish Companies Registration Office and the share has been entered in the share register of Euroclear Sweden AB.
The Board of Directors, or such person as appointed by the board of directors, is authorized to make minor adjustments to the resolution which may prove necessary for registration of the resolutions with the Swedish Companies Registration Office and Euroclear Sweden AB.
For passing of the resolution in accordance with the above, the resolution must be supported by shareholders representing more than half of the votes cast at the meeting.
Number of shares and votes
At the time of this notice, the total number of shares in the company amounts to 46 815 434. The total number of votes amounts to 46 815 434. The company holds no treasury shares.
Where so requested by any shareholder and the Board of Directors deems that it can take place without serious harm to the company, the Board of Directors and the CEO shall provide information regarding circumstances which may have an impact on the assessment of an item on the agenda.
Gothenburg October 2019
Heliospectra AB (publ)
The Board of Directors