The shareholders in EKOBOT AB (publ), corporate identity number 559096–1974 (the “Company”), are hereby summoned to the Extraordinary General Meeting on April 21, 2022.
In view of the risk of spreading Covid-19 and the authorities' regulations and advice on avoiding meetings, the Board has decided on the basis of temporary legal rules that the meeting shall be conducted without physical presence by shareholders exercising their voting rights only by postal ballot.
Information on the decisions made by the Annual General Meeting will be published on April 21, 2022 through a press release.
RIGHT TO PARTICIPATE AND REGISTER
Shareholders who wish to attend the Annual General Meeting must
• be entered in the share register kept by Euroclear Sweden AB on 11 April 2022,
• no later than 20 April 2022, register for participation in the Extraordinary General Meeting by submitting a complete postal voting form and, where applicable, proxies, registration certificates and other corresponding authorization documents in accordance with instructions under the heading "Information on postal voting" below.
Shareholders who have had their shares registered with a nominee through a bank or securities institution must have their shares registered in their own name in order to have the right to vote at the Extraordinary General Meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's routines. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than 13 April 2022 are taken into account in the production of the share register.
POST VOTING INFORMATION
Postal voting procedure
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting, in accordance with section 22 of the Act (2022: 121) on temporary exemptions to facilitate the conduct of general and association meetings.
A special form must be used for postal voting. The digital form will be available on the Company's website (www.ekobot.se). The postal voting form applies as a notification to the Annual General Meeting. The form must be completed and submitted electronically no later than April 20, 2022. A postal vote can be revoked until April 20, 2022. If two or more forms have the same date, only the form last received will be considered.
Shareholders may not provide the postal vote with special instructions or conditions. If this happens, the vote (ie the postal vote in its entirety) is invalid. Further instructions can be found in the postal voting form.
In the postal voting form, the shareholders may request that decisions in one or more of the matters on the proposed agenda as described below be postponed to a so-called continued general meeting, which may not be a pure postal voting meeting. Such a continued Annual General Meeting shall take place if the Annual General Meeting so decides or if the owner of at least one tenth of all shares in the
Company so requests.
Postal voting by proxy
Shareholders who vote by mail through a proxy must issue a written and dated power of attorney for the proxy in writing by the shareholder. If postal voting takes place with the support of a power of attorney, the power of attorney must be attached to the postal voting form. If the power of attorney has been issued by a legal entity, a copy of the registration certificate must also be attached to the postal voting form or, if such a document does not exist, the corresponding authorization document. Proxy forms for shareholders who wish to vote by mail through proxies will be available on the Company's website (www.ekobot.se).
DRAFT AGENDA
The meeting opens
2. Election of chairman at the meeting
3. Establishment and approval of the ballot paper
Selection of one or two adjusters
5. Examination of whether the meeting has been duly convened
6. Approval of agenda
7. Resolution on amendment of the Articles of Association
8. Resolution on approval of the Board's decision on rights issue of units
9. Resolution on approval of the Board's decision on a directed convertible issue
10. Resolution authorizing the Board of Directors to make minor adjustments to the decisions made at the meeting
11. Closing of the meeting
PROPOSITION FOR RESOLUTION
Item 2 – Election of chairman of the meeting
The Board of Directors proposes that the Annual General Meeting elect Thomas Lindgren as chairman of the meeting or, in the event of impediment, that Thomas Lindgren appoints.
Item 3 – Establishment and approval of the ballot paper
The voting list that is proposed to be approved is the voting list prepared by the Company, based on the Company's share register received by Euroclear Sweden AB and received postal votes that have been checked and approved by the adjusters.
Item 4 – Election of one or two adjusters
The Board of Directors proposes Tomas Täuber as an adjustment person or, in the event of impediment, the person appointed by Tomas Täuber.
Item 7 – Resolution on amendment of the Articles of Association
The Board of Directors proposes that the limits of the Articles of Association for the share capital and the number of shares be changed in accordance with the following:
§ 4 Share capital
Current wording Proposed wording
The share capital must be a minimum of SEK 505,500 and a maximum of SEK 2,022,000
The share capital must be a minimum of SEK 1,100,000 and a maximum of SEK 4,400,000
§ 5 Number of shares
Current wording Proposed wording
The number of shares shall be a minimum of 1,444,670 and a maximum of 5,778,680
The number of shares shall be a minimum of 3,400,000 and a maximum of 13,600,000
Decisions on amendments to the Articles of Association pursuant to this item are conditional on the Annual General Meeting also voting to approve the Board's decision on a new share issue with preferential rights for the Company's existing shareholders in accordance with item 8 below. In the event that the share capital and the number of shares in the Company after registration of the new share issue fall below the proposed limits in the Articles of Association, the limits shall be lowered to the extent necessary to enable registration.
Resolutions pursuant to this item require, for its validity, that the proposal be supported by shareholders representing at least two thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.
Item 8 – Resolution on approval of the Board's decision on rights issue of units
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board's decision of 21 March 2022 on the new issue of shares and the issue of warrants of series TO2 with preferential rights for existing shareholders.
For the decision, the following conditions shall otherwise apply.
1. The new shares and warrants shall be issued in units (so-called units). Each unit shall contain ten (10) shares and five (5) warrants of series TO2.
2. As a result of the unit issue, the company's share capital may increase by a maximum of SEK 593,666.50 through the issue of a maximum of 1,696,190 new shares and by a maximum of SEK 296,833.25 as a result of a share subscription of a maximum of 848,095 shares with the support of warrants.
Shareholders who are registered in the share register of the Company kept by Euroclear Sweden AB as of the record date on 28 April 2022 will receive unit rights for participation in the unit issue.
4. The right to subscribe for units shall accrue with preferential rights to those who are registered as shareholders in the Company on the record date for the unit issue, whereby holding one (1) share entitles to one (1) unit right. Fourteen (14) unit rights give the right to subscribe for one (1) units, containing ten (10) shares and five (5) warrants. One (1) warrant entitles the holder to subscribe for one (1) share.
5. In the event that not all units have been subscribed for on the basis of unit rights, the Board shall, within the framework of the maximum amount of the new issue, decide on allocation in accordance with the allocation principles below:
(a) In the first instance, allotment shall be made to those who have also subscribed for units on the basis of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event of oversubscription in relation to the number of unit rights each used to subscribe for units. to the extent that this cannot be done, by drawing lots.
b) In the alternative, allotment shall be made to others who have subscribed for units without the support of unit rights and, in the event that they cannot receive full allotment, in proportion to the number of units each registered for subscription and, in so far as this is not possible. happen, by drawing lots.
(c) Ultimately, any remaining units shall be allocated to the guarantors who have entered into issue guarantees in proportion to the size of the respective guarantee undertaking and, in so far as this is not possible, by drawing lots.
6. Subscription of units shall take place during the period from 2 May 2022 to 16 May 2022. The Board has the right to extend the subscription period.
7. Each unit shall be issued at a price of SEK 80.00, corresponding to SEK 8.00 per share. The warrants are granted without further ado. Premiums shall be added to the free premium fund.
8. Subscription can only take place in units and thus not of shares and warrants separately. Allocation may only take place in units. Following the completion of the issue, however, the shares and warrants will be separated.
9. Payment for units must be made in cash. Payment of units subscribed for with preferential rights shall take place as all subscriptions take place during the period from 2 May 2022 to 16 May 2022. Payment for units subscribed for without preferential rights shall take place no later than three (3) banking days after the allocation notice has been sent to the artist. The Board has the right to extend the payment period.
10. Each TO2 series warrant entitles the holder to subscribe for one (1) new share at a subscription price corresponding to 75 percent of the volume-weighted average price of the Company's share on the Nasdaq First North Growth Market during the period September 19, 2022 to September 30, 2022. quota value and a maximum of SEK 9.60. New subscription of shares through the exercise of the warrants of series TO2 can take place during the period from 3 October 2022 to 14 October 2022. Premiums when subscribing for new shares through the exercise of the warrants shall be added to the free share premium fund. The warrants are subject to additional terms in accordance with Appendix 2A, including customary conversion terms.
11. The new shares shall be eligible for dividends for the first time on the record date for dividends that occurs immediately after the shares have been entered in the Euro
Resolutions pursuant to this item require, for its validity, that the proposal be supported by shareholders representing at least two thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.
Item 9 – Resolution on approval of the Board's decision on a directed convertible issue
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board's decision of 21 March 2022 that the company shall raise a convertible loan with a nominal maximum of SEK 3,000,000 through a directed issue of convertibles, entailing an increase in share capital by a maximum of 109,375. 00 kronor. For the decision, the following conditions shall otherwise apply.
1. The right to subscribe for the convertibles shall accrue to Formue Nord A / S with a maximum of 312,500 convertibles. The reasons for the deviation from the shareholders' preferential rights are to enable external capital raising to finance the company's operations.
2. The nominal amount of the convertibles amounts to SEK 9.60 or multiples thereof. The loan bears interest in accordance with what is stated in Appendix 3A.
3. The subscription price corresponds to the nominal amount of the convertibles.
4. The convertibles must be subscribed for on a subscription list that must be kept available to the shareholder. Subscription must take place no later than three banking days after the decision. Payment of the convertibles must be made in cash or by set-off.
5. The Board has the right to extend the subscription period and the time for payment.
6. Conversion to shares may take place during the period from the time of registration with the Swedish Companies Registration Office of the issue decision up to and including 30 April 2023 at the conversion price shown in Appendix 3A. Premiums shall be added to the free premium fund.
7. Other conditions according to Appendix 3A.
8. The board or the person appointed by the board is authorized to make the minor adjustments required for registration of the decision with the Swedish Companies Registration Office.
Resolutions pursuant to this item require, for its validity, that the proposal be supported by shareholders representing at least two thirds (2/3) of both the votes cast at the meeting and the shares represented at the meeting.
Item 10 – Resolution authorizing the Board of Directors to make minor adjustments to the decisions made at the meeting
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors, the CEO or the Board of Directors in general to make such minor adjustments and clarifications of the resolutions passed at the AGM to the extent necessary for registration of the resolutions.
OTHER
Shareholders' right to receive information
According to ch. 7, shareholders have Section 32 of the Swedish Companies Act rightly requests information from the Board of Directors and the CEO regarding circumstances that may affect the assessment of a matter on the agenda or of the Company's financial situation. The Board of Directors and the President shall disclose such information if the Board of Directors considers that this can be done without significant damage to the Company.
Requests for such information must be submitted in writing to the Company no later than ten (10) days before the meeting, ie. no later than 11 April 2022, to the Company's address EKOBOT AB (publ), Slakterigatan 10, 721 32, Västerås or via e-mail to info@ekobot.se. Information is provided by the Company by keeping it available on the Company's website (www.ekobot.se) and at the Company at the above address no later than five (5) days before the meeting, ie. on April 16, 2022. The information is also sent to shareholders who have requested it and who have provided their address.
Processing of personal data
For information on how your personal data is processed in connection with the Annual General Meeting, see the privacy policy on Euroclear AB's website,
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Actions
Proxy forms and postal voting forms will be kept available to shareholders at the Company no later than three weeks before the meeting. Complete resolution proposals will be kept available to shareholders at the Company no later than two weeks before the meeting. Proxy, postal voting forms and other documents will be sent free of charge to the shareholders who request it and state their postal address or e-mail address and will be published on the Company's website.
Live press conference before the meeting
The company will hold a live press conference on April 20, 2022 at 11:00. Shareholders will be given the opportunity to ask questions. More information about the information meeting will be announced on the Company's website, https://www.ekobot.se/news/.
Number of shares and votes
At the time of issuing this notice, the total number of shares and votes in the Company amounts to 2,374,670. The company does not own any of its own shares.
_______________________________
Västerås in March 2022
EKOBOT AB (publ)
The board
Contacts
Erik Jonuks
CEO/ VD Ekobot AB – The evolution of agriculture
erik.jonuks@ekobot.se
+46 703 850 890
Homepage
Linkedin
About Ekobot
Ekobot AB (publ), based in Västerås, conducts business based on the business concept of developing, manufacturing and selling autonomous agricultural robots that enable efficient precision cultivation where weed management takes place completely without or with minimal use of herbicides. The company's vision is to provide the agricultural sector with a long-term sustainable alternative for reducing or completely eliminating chemical spraying in crops of crops for human consumption. The company is listed on the Nasdaq First North Growth Market.
For more information, see Ekobot's website www.ekobot.se
Augment Partners AB, tel. +46 8 604 22 55, e-mail: info@augment.se is the Company's Certified Adviser.