Notice of Extraordinary General Meeting in OrganoClick AB (publ)

Notice etc.

Shareholders wishing to attend the extraordinary general meeting must:

  • on Monday 3 January 2022 (the record date) be recorded in their own name (not nominee registered) in the share register maintained by Euroclear Sweden AB, and
  • notify his or her intention to attend the extraordinary general meeting no later than Friday 7 January 2022 by mail to OrganoClick AB (publ), Linjalvägen 9, 187 66 in Täby stating “Extraordinary General Meeting”, or by e-mail to ir@organoclick.com.

Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or equivalent), address, phone number, number of shares, details on advisors, if any, and, where applicable, details of representatives or proxies.

Nominee-registered shares

To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the general meeting, temporarily re-register their shares in their own names (so-called voting rights registration) so that the person concerned is recorded in the share register maintained by Euroclear Sweden AB on the record date, i.e. Monday 3 January 2022. This means that the shareholders must notify the nominee in due time before this date. Voting rights registrations that have been made by the nominee no later than Wednesday January 5, 2021, will be taken into account when drawing up the voting list for the general meeting.

Proxy etc.

Shareholders represented by proxy must submit a dated proxy. A certified copy of the certificate of registration or equivalent must be attached if the proxy is executed by a legal person. The proxy may not be valid for a period longer than five year from its issuance.

The original proxy and any certificate of registration should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. A proxy form is provided on the Company’s website, www.organoclick.com and it will also be sent to shareholders at request.

Number of shares and votes

As of the date of this notice, there are a total of 97,950,000 shares in the Company.at the time of issuing this notice. The total number of votes amounts to 97,950,000.

Proposed agenda

  • Opening of the general meeting and election of chairman of the general meeting
  • Preparation and approval of the voting list
  • Election of one or two persons to verify the minutes
  • Approval of the agenda
  • Determination as to whether the meeting has been duly convened
  • Resolution on the introduction of a warrant-based incentive program for senior executives through (A) a directed issue of warrants and (B) approval of transfer of warrants
  • Closing of the general meeting

    • Item 6 – The boards proposal for a resolution on the introduction of a warrant-based incentive program for senior executives through (A) a directed issue of warrants and (B) approval of transfer of warrants

    The board proposes that the general meeting resolves to introduce a warrant-based incentive program through an issue of a maximum of 979,500 warrants of series 2022/2025:1 and to approve transfer of the warrants to senior executives in the Company (“Warrant Program 2022/2025:1”) on the below terms.

    The issue of warrants shall, with deviation from the shareholders’ preferential rights, be directed to the Company. The warrants shall be issued without cost. The right to subscribe for the warrants shall belong to the Company, with right and obligation to offer senior executives, who are or will be employees of the Company, to acquire the warrants against market compensation.

    If the general meeting resolves on an issue in accordance with the proposal, the issue is fully subscribed and all warrants are exercised for subscription of shares, the number of shares and votes in the Company will increase by 979,500 (subject to recalculation according to the Terms), which corresponds to a dilution of approximately one (1) percent of the number of outstanding shares and votes in the Company. The dilutive effect has been calculated according to the following formula: 1-(existing number of shares/new number of shares).

  • Issue of warrants

    • The issue, which covers a maximum of 979,500 warrants of series 2022/2025:1, shall with deviation from the shareholders’ preferential rights take place on the following terms.

  • The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, exclusively belong to the Company. Oversubscription cannot take place. The Company shall, following subscription, offer senior executives to acquire the warrants.
  • The reason for deviating from the shareholders’ preferential rights is that the issue forms part of the introduction of an incentive program.
  • The warrants are issued without cost.
  • If all warrants are exercised for subscription of shares, the Company’s registered share capital will increase by a maximum of 9,795 SEK.
  • Subscription of the warrants shall be made through subscription on a separate subscription list no later than 14 January 2022. The Board shall have the right to extend the subscription time.
  • Each warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 150 percent of the volume-weighted average price of the Company’s share on the Nasdaq First North Growth Market during the ten (10) trading days prior the general meeting. The subscription price will be rounded up or down to the nearest one-hundredth of a Swedish krona (SEK 0.01). SEK 0.005 will be rounded up. When subscribing for shares, the part of the subscription price which exceeds the quota value of the previous shares shall be transferred to the unrestricted premium reserve.
  • Subscription of shares by exercise of warrants shall be made in accordance with the terms and conditions for the warrants from 12 January 2025 up to and including 12 July 2025.
  • Shares issued as a result of subscription shall entitle to dividends on the dividend record date occurring after the share capital is registered with the Swedish Companies Registration Office and shares have been recorded in the share register kept by Euroclear Sweden AB.
  • The Board, or any other person appointed by the board, shall be authorized to take those smaller measures that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or, where applicable, Euroclear Sweden AB.
  • Approval of transfer

    • The board proposes that the general meeting resolves to approve that the Company transfers a maximum of 979,500 warrants of series 2022/2025:1 to senior executives of the Company in accordance with below.

  • The CEO may be offered a maximum of 122,437 warrants; and
  • Other senior executives may be offered a maximum of 122,437 warrants per person.

    • If any senior executive chose not to accept an offer to acquire warrants or chose to acquire only part of the maximum number of warrants in accordance with above, other senior executives, including the CEO, may (in addition to the maximum number of warrants that each person may be offered in accordance with above) be offered the remaining warrants. The remaining warrants shall be offered to senior executives who have chosen to accept the offer to acquire the maximum number of warrants in accordance with above in equal parts, and to the extent this is not possible the allocation shall be determined by drawing of lots.

    The warrants shall be transferred to senior executives at a price that corresponds to market value of the warrants at the time of the transfer. The market value of the warrants shall be determined by using the Black & Scholes valuation model.

    A prerequisite for acquisition of warrants is that the acquirer, at the time of the acquisition, is employed by the Company. Additional conditions are that acquisition of warrants can legally take place and that the acquirer, no later than at the acquisition, has signed a so-called pre-emption agreement with the Company under which the acquirer is obliged to offer the warrants to the Company, or a person designated by the Company, if the senior executive intends to transfer the warrants before they can be exercised, if the senior executives employment with the Company is terminated within a certain time and in certain other cases.

    Majority requirements

    Resolutions pursuant to item 6 A and B above shall be made as one decision, respectively, and are thus conditional on each other. A valid resolution in accordance with item 6 requires the approval of shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.

    Information at the Extraordinary General Meeting

    The board and the CEO shall, upon request by a shareholder and where the board determines that it can be done without material harm to the Company, provide information on circumstances that may affect the assessment of a matter on the agenda.

    Documentation

    Complete proposals according to item 6 above as well as other documents according to the Swedish Companies Act will be held available at the Company’s office at the above mentioned address no later than two weeks before the general meeting, i.e. no later than Wednesday 29 December 2021. The documents are also sent, without charge, to the shareholders who so request and inform the Company of their postal address. The documents will also be held available during the meeting.

    Privacy notice

    For information on how personal data is processed in connection with the Extraordinary General Meeting, please refer to the privacy policy available at Euroclear Sweden AB’s website www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

    Stockholm in December 2021

    OrganoClick AB (publ)

    The board of directors

    This disclosure contains information that OrganoClick AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 14-12-2021 18:32 CET.