NOTICE OF EXTRAORDINARY GENERAL MEETING IN ZICCUM AB (PUBL)
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
The shareholders of Ziccum AB (publ), reg. no. 559107-9412, (the “Company”) are hereby given notice to attend the extraordinary general meeting (the “EGM”) on 8 November 2024 at 15.00 CET at the Company’s premises at Scheelevägen 22 in Lund. Registration starts at 14.30 CET.
Right to participate
Shareholders that wish to participate in the EGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 31 October 2024 and shall have notified the Company of their intention to participate at the EGM no later than on 1 November 2024. Notice to participate shall be given in writing by e-mail to ziccum@fredersen.se or by post to Ziccum AB (publ) c/o Fredersen Advokatbyrå, Neptunigatan 82, 211 18, Malmö. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the EGM. Such registration, which may be temporary, must be effected no later than on 4 November 2024 and shareholders must, therefore, instruct their nominees well in advance thereof.
Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the EGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the EGM. Power of attorney forms are available at the Company and on the Company’s website, www.ziccum.com and will be sent upon request to any shareholder who states their postal address.
Proposal of agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination as to whether the meeting has been duly convened
- Resolution on amendment to the articles of association
- Resolution on authorization for the board to resolve on issue of units etc.
- Closing of the meeting
Proposals
Resolution on amendment of the articles of association (item 7)
At the time of the notice, there are a total of 15,958,775 shares outstanding in the Company. As part of the board of directors' intention to carry out a rights issue of units of approximately SEK 30 million, by virtue of the authorization proposed to be resolved on in accordance with item 8 in the agenda and as set out in the Company's press release on 9 October 2024, the board of directors proposes that the EGM resolves to amend the articles of association by adopting new limits for the share capital and the number of shares. Therefore, the board of directors has prepared four different proposals for amendments to the articles of association with regard to the limits for the share capital and the number of shares. The articles of association that are to be registered with the Swedish Companies Registration Office depends on how many units are subscribed for and paid in the rights issue that the Board of Directors intends to resolve on by virtue of the authorization proposed to be resolved on under item 8.
The board of directors, the CEO, or a person appointed by the board of directors is authorized, after the board of directors has resolved to carry out a rights issue of units, by virtue of the authorization proposed to be resolved pursuant to item 8, and after that rights issue has been completed and the outcome is known, to submit to the Swedish Companies Registration Office for registration the amendment of the articles of association that is best adapted to the outcome of the rights issue.
i) Amendment of the articles of association (alternative 1)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.
The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 2,500,000 and not more than SEK 10,000,000.”
Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 15,000,000 and not more than 60,000,000.”
ii) Amendment of the articles of association (alternative 2)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.
The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 5,000,000 and not more than SEK 20,000,000.”
Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 30,000,000 and not more than 120,000,000.”
iii) Amendment of the articles of association (alternative 3)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.
The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 10,000,000 and not more than SEK 40,000,000.”
Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 60,000,000 and not more than 240,000,000.”
iv) Amendment of the articles of association (alternative 4)
The board of directors proposes that the EGM resolves to amend the articles of association as follows.
The limits for the share capital in § 4 of the articles of association are proposed to be amended as follows: “The share capital shall be not less than SEK 20,000,000 and not more than SEK 80,000,000.”
Furthermore, it is proposed that the limits for the number of shares in § 5 of the articles of association be amended as follows: “The number of shares shall be not less than 120,000,000 and not more than 480,000,000.”
Further, the board of directors proposes some minor editorial changes and that the CEO, or the person appointed by them, is authorized to make the minor adjustments to the resolution that may prove necessary in connection with the registration of the articles of association with the Swedish Companies Registration Office.
The board of directors' proposal for resolution under this item 7 is conditional upon the EGM resolving to authorize the board of directors to resolve on a new issue of units under item 8.
Resolution on authorization for the board to resolve on issue of units etc. (item 8)
The board of directors proposes that the EGM resolves to authorize the board of directors to, during the period until the next annual general meeting and in addition to the authorization resolved upon at the annual general meeting 2024, on one or more occasions resolve on a new issue of shares and warrants. New issues of shares and warrants by virtue of the authorization may be made with or without deviation from the shareholders' pre-emption rights, against payment in cash, in kind or by way of set-off or otherwise on terms referred to in Chapter 2. Section 5, second paragraph, 1–3 and 5 of the Swedish Companies Act. Resolutions on new issues of shares and warrants by virtue of the authorization may be made with a maximum of the total number of shares and warrants that may be issued without amendment to the articles of association adopted at any time by the general meeting.
The authorization is intended to be used, among other things, to carry out the rights issue of units that the board of directors intends to resolve upon in accordance with the Company's press release on 9 October 2024, which enables the Company to finance the expansion of the Company's technologies and the Company's technical development of LaminarPace®. The reason for why new issues of shares and warrants by virtue of the authorization may be made with deviation from the shareholders' pre-emption rights is to enable the Company to pay guarantee compensation in the form of units to guarantors who provide guarantee undertakings in the rights issue that the board of directors intends to resolve on pursuant to the authorization.
The CEO, or the person appointed by the CEO, shall be authorized to make such minor adjustments to the resolution as may be required for the purposes of registration and execution.
The board of directors' proposal for resolution under this item 8 is conditional upon the EGM resolving to amend the articles of association under item 7.
Majority requirements
Resolutions in accordance with items 7 and 8 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the EGM.
Further information
At the time of publication of this notice, the total number of shares and votes in the Company are 15,958,775. The Company does not hold any own shares.
Proxy forms and other documents related to the EGM will be available at the Company and on the Company’s website at least three weeks before the EGM. The documents will be sent to shareholders who request it and who provide their postal address.
The shareholders are reminded of their right of information according to Chapter 7, Section 32 of the Swedish Companies Act.
The Company has its registered office in Lund.
Processing of personal data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Lund, October 2024
Ziccum AB (publ)
The Board of Directors