SILEON AB N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.
The shareholders of
Right to participate in the Extraordinary General Meeting and notice of participation
Notice of participation
A shareholder who wishes to participate in the Extraordinary General Meeting must (i) be recorded as a shareholder in the share register maintained by
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company's website, www.sileon.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Extraordinary General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than
Nominee-registered holdings
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on
Proposed agenda
Proposed agenda for the Extraordinary General Meeting.
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes.
- Determination of whether the meeting has been duly convened
- Resolution on amendment of the Articles of Association
- Resolution on amendment of the Articles of Association and reduction of the share capital
- The Board of Directors' proposal for a resolution to amend § 4 of the Articles of Association
- The Board of Directors' proposal for a resolution on reduction of the share capital
- Resolution to authorize the Board of Directors to resolve on new issues of shares
- Closing of the meeting
Resolution proposals
Item 7 - Resolution on amendment of the Articles of Association
The Board of Directors of the Company proposes that the Extraordinary General Meeting shall resolve to amend the Articles of
§ 4 of the Articles of Association is proposed to be worded as follows.
Proposed wording
The share capital shall be a minimum of
§ 5 of the Articles of Association is proposed to be worded as follows.
Proposed wording
The number of shares shall be a minimum of 50,000,000 and a maximum of 200,000,000.
A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
Both the CEO and the person appointed by the Board of Directors are authorized to make such minor adjustments to the resolution as may prove necessary for the registration of the resolution with the
Item 8 - Resolution on amendment of the Articles of Association and reduction of the share capital
In order to adjust the size of the Company's share capital to the Company's operations, the Board of Directors proposes that the general meeting resolves on a reduction of the share capital according to item 8 b) below. In order to carry out the reduction of the share capital in accordance with the Board of Directors' proposal under item 8 b) the limits of the share capital set forth in the Articles of Association must be amended in accordance with item 8 a) below. The Board of Directors proposes that the resolution of the general meeting according to the Board of Directors' proposals under item 8 a) and b) shall be adopted as one single resolution. Resolution under this item 8 is conditional upon the general meeting also resolving in accordance with item 7 and that the Board of Directors resolve on a new share issue with preferential rights for the Company's existing shareholders as the Company on
Item 8 a) - The Board of Directors' proposal for a resolution to amend § 4 of the Articles of Association
To enable the reduction of the share capital under item 8 b), the Board of Directors proposes that the general meeting resolves that the limits of the share capital in § 4 of the Articles of Association are amended as follows.
§ 4 of the Articles of Association is proposed to be worded as follows.
Proposed wording
The share capital shall be a minimum of
Item 8 b) - The Board of Directors' proposal for a resolution on reduction of the share capital
In order to adjust the size of the share capital to the Company's operations, the Board of Directors proposes that the Extraordinary General Meeting resolves on a reduction of the share capital on the following terms:
- The share capital shall be reduced by maximum of
SEK 39,538,515.60 . - The reduction amount shall be allocated to unrestricted shareholders' equity.
- The reduction shall be made without retirement of shares.
The reduction amount shall be of such size that the quota value (after the completion of the Rights Issue, which the Board of Directors intends to resolve upon based on the issue authorization under item 9) shall be
The reduction of the share capital also requires authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court of general jurisdiction. Provided that the required authorization is obtained, the resolution on the share capital reduction, which means that the quota value of each share is reduced from
The Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors, on one or several occasions and for the period up to the next Annual General Meeting, to resolve to issue new shares, without deviation from the shareholders' pre-emptive rights with payment in cash or through set-off. Resolutions pursuant to the authorization shall be able to be made within the registered Articles of Association's limits for number of shares at any given time. The purpose of the authorization is to enable the cost-effective acquisition of capital to facilitate further development of the Company's operations.
Both the CEO and the person appointed by the Board of Directors are authorized to make such minor adjustments to the resolution as may prove necessary for the registration of the resolution with the
Other
A resolution to authorize the Board of Directors to issue shares is required in order to carry out the Rights Issue. In connection with the Rights Issue, Rieber & Søn AS ("Rieber & Søn"), which owns shares in the Company corresponding to approximately 17.7 percent of the total number of shares and votes in the Company, has entered into subscription and guarantee undertakings with the Company.
If Rieber & Søn fulfils its subscription undertaking and the entire guarantee undertaking is utilized, Rieber & Søn's shareholding after the Rights Issue will amount to a maximum of approximately 64.15 percent of the shares and votes in the Company.
Information at the meeting
Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Companies Act.
Processing of personal data
For information on how your personal data is processed, please refer to
Documents
Documents in accordance with the Swedish Companies Act and other documents will be available at the Company and on the Company's website, https://sileon.com/. The documents will also be sent to shareholders who wish to do so and state their postal address.
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Board of Directors
For more information, please contact:
E-post: david.larsson@sileon.com
Telefon: +46 725 502 306
About
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