The shareholders in EKOBOT AB (publ), reg. no. 559096-1974 (the "Company"), are hereby invited to an extraordinary general meeting on 26 April 2024 at 10.00 a.m. at Eversheds Sutherland advokatbyrå’s premises at Sveavägen 20, 111 57 Stockholm.
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the extraordinary general meeting in EKOBOT AB, and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
Right to participate and registration
Shareholders who wish to attend the general meeting shall
- Be entered in the share register maintained by Euroclear Sweden AB no later than 18 April 2024, and
- have notified the Company of their participation and any assistants (maximum two) no later than 22 April 2024.
Notification must be made in writing to EKOBOT AB (publ), Slakterigatan 10, 721 32 Västerås (please mark the envelope with "EGM April 2024") or by e-mail to info@ekobot.se. The notification shall state the full name, personal or corporate identity number, shareholding, class of shares, address, telephone number and, where applicable, information about representatives, proxies or assistants. The notification shall, where applicable, be accompanied by powers of attorney, registration certificates and other authorisation documents.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must register their shares in their own name in order to be entitled 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 procedures. Voting rights registrations completed (registered with Euroclear Sweden AB) no later than 22 April 2024 are taken into account in the preparation of the share register.
Proxy
Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or, if no such document exists, the corresponding authorisation document. Proxy forms for shareholders who wish to attend the meeting by proxy are available on the Company's website (www.ekobot.se) no later than two weeks before the meeting. The power of attorney and the certificate of registration may not have been issued more than one year before the date of the meeting, unless the power of attorney specifies a longer period of validity, but not more than five years. The original power of attorney and any registration certificate must be available at the Extraordinary General Meeting and a copy of the documents should be sent to the Company at the above address well in advance of the meeting.
Proposed AGENDA
- Opening of the meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on an asset transfer and authorisation for the Board of Directors to finalise asset transfer agreements.
- Closure of the meeting
PROPOSed resolutions
Item 7 – Resolution on asset transfer and authorisation to the Board to finalise asset transfer agreements
As announced by the Company in a press release on 8 April 2024, the Company has entered into a LOI with HH Agriculture Investments B.V ("HH Agriculture" or the "Purchaser") regarding an asset transfer of the Company's existing business to HH Agriculture (the "Transaction").
Summary of the transaction and main conditions
EKOBOT has entered into a letter of intent with HH Agriculture to enter into a so-called asset transfer agreement regarding a transfer of all of EKOBOT's current operations. However, the company will still retain the services required to fulfil the listing requirements under the Nasdaq First North Growth Market rules.
The purchase price for the Transaction amounts to EUR 260,000 and will be paid partly in the form of an amount of EUR 25,000 in respect of the exclusivity granted to the Purchaser to negotiate with the Company on the Transaction, and partly in the form of an amount of EUR 235,000 which will be paid on the date of closing. The payment of EUR 25,000 has been paid by the Purchaser on the date of the conclusion of the letter of intent and cannot be refunded by the Company unless the Transaction is not approved by the Company's shareholders at the extraordinary general meeting. The Buyer shall also reimburse EKOBOT for the Company's salary costs during April 2024 (including social security contributions) up to EUR 35,000.
In addition to the purchase price, the Buyer has undertaken to take over one of the Company's existing loans, as well as another existing debt, amounting to a total of approximately EUR 540,000.
The transaction is conditional on, among other things, (i) the Buyer taking over the existing loan as described above and the lender approving the debtor swap, (ii) the Buyer taking over the other of the Company's existing debts and the creditor approving the debtor swap, (iii) the Buyer conducting tests of the Company's product during the period 20-25 April in the Netherlands and finding these satisfactory and (iv) the Buyer conducting a due diligence with satisfactory results.
Furthermore, the Transaction is conditional upon the extraordinary general meeting of the Company voting in favour of approving the Transaction.
Following the Transaction, the Company will continue to have the services and resources required to fulfil the listing requirements under the Nasdaq First North Growth Market rules.
In view of the above, the board of directors proposes that the general meeting resolves to approve the Transaction on the main terms set out above and authorises the board of directors, or the person appointed by the board of directors, to finalise the terms of the Transaction and enter into the asset transfer agreement for the Transaction.
OTHER
Shareholders' right to receive information
According to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the Board of Directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda. The Board of Directors and the CEO shall provide such information if the Board of Directors considers that it can be done without significant harm to the Company.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, see the privacy policy on Euroclear AB's website,
www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf.
Documents
Proxy forms will be made available to shareholders at the Company no later than two weeks before the meeting. The complete proposals for the resolution will be made available to shareholders at the Company no later than two weeks before the meeting. Proxy forms and other documents will be sent free of charge to those shareholders who so request and provide their postal address or e-mail address and will be published on the Company's website.
Number of shares and votes
At the time of issue of this notice, the total number of shares and votes in the Company amounts to 23,168,503. The Company does not hold any own shares.
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Västerås in April 2024
EKOBOT AB (publ)
Board of Directors
