At the Extraordinary General Meeting in Chordate Medical Holding AB (Publ) (“Chordate” or “The Company”) held today in Stockholm the following main decisions, as proposed in the invitation, were taken.
Decision on preferential rights issue of shares
The board of directors proposes that the general meeting resolves on a preferential rights issue of shares in accordance with the following.
1. The company’s share capital shall increase by a maximum of SEK 25 628 261.75 through the new issue of a maximum of 102 513 047 shares in the company with a quota value of SEK 0.25 per share.
2. The company’s shareholders shall have preferential rights to subscribe for new shares, whereby one existing share shall entitle to one subscription right and 20 subscription rights shall entitle to subscribe for 13 new shares.
3. The subscription price shall be SEK 0.50 per share. The share premium shall be transferred to the unrestricted premium reserve.
4. The record date for determining which shareholders are entitled to subscribe for new shares with preferential rights shall be December 20, 2022.
5. Subscription of shares shall take place from and including December 22, 2022, up to and including January 9, 2023. Subscription of shares with preferential rights (i.e. through the exercise of subscription rights) can take place through payment in accordance with the payment notice or special notification form. Subscription of shares without preferential rights (i.e. without the exercise of subscription rights) shall take place on a separate registration form. The board of directors shall have the right to resolve on an extension of the subscription period.
6. If not all of the shares are subscribed for through the exercise of subscription rights, the board of directors shall, within the scope of the maximum amount of the rights issue, resolve on allotment of shares subscribed for without the exercise of subscription rights, whereby allotment firstly, shall be made to those who have also subscribed for shares through the exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to their subscription through their subscription rights and, where this is not possible, through a drawing of lots; and secondly, shall be made to others who have subscribed for shares in the rights issue without exercise of subscription rights and, in the event allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares each subscribed for and, where this is not possible, through a drawing of lots.
7. Payment for shares that have not been subscribed for by payment shall be made no later than three banking days after the company issue’s a notification on allotment. The board of directors shall have the right to resolve on an extension of the payment period.
8. Payment for subscribed and allotted shares shall be made in cash.
9. The new shares entitle the holder to a dividend for the first time on the record date for dividend that falls closest after the shares have been registered with the Swedish Companies Registration Office.
The board of directors or a person appointed by the board of directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB, respectively.
Decision regarding authorization for the board of directors
At the annual general meeting on 25 of April 2022, the board of directors were authorized to resolve upon issue of shares, convertibles and warrants up to a volume corresponding to 20 000 000 shares. The Extraordinary General Meeting cancels the resolution from the annual general meeting regarding the authorization and replaces it with a new in accordance with the following.
The extraordinary general meeting authorizes the board of directors, until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to resolve upon issue of shares, convertibles and/or warrants. Such new issue resolutions may include provisions of payment in cash and/or payment by way of contribution of non-cash consideration or by set-off of a claim or that subscription shall be subject to other conditions. The terms and conditions for the issue shall be customary to market practice with the possibility to a customary issue discount and shares, warrants and/or convertibles may be issued up to a volume corresponding to in total not more than 40 000 000 shares. The board of directors or a person appointed by the board of directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.