NOTICE OF EXTRAORDINARY GENERAL MEETING IN ORGANOCLICK AB (PUBL)
The shareholders of OrganoClick AB (publ) (the “Company”), reg. no. 556704-6908, are hereby invited to the Extraordinary General Meeting (the “EGM”) on 5 August 2025, at 10.00 a.m. CEST at Advokatfirman Delphi’s office at Mäster Samuelsgatan 17 in Stockholm, Sweden. Registration for the meeting will commence at 09.30 a.m. CEST.
NOTIFICATION
Shareholders who wish to attend the meeting must:
The notification shall include full name, personal/corporate identity number, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding deputies, proxies and advisors will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For complete information regarding how the personal data is handled, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
NOMINEE REGISTERED SHARES
To be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of their participation to the meeting, register the shares in their own name so that the shareholder is registered in the shareholders’ register on the record date on 28 July 2025. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than 30 July 2025 will be considered in the preparation of the share register.
PROXIES
Shareholders represented by a proxy shall issue a written power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a copy of the certificate of registration of the legal entity or, if such document does not exist, by a corresponding document of authority. A copy of the power of attorney and any certificate of registration shall be provided to the Company well in advance of the meeting. The original version of the power of attorney shall also be presented at the meeting.
The Company provides a power of attorney form to the shareholders, which is available at the Company’s head office or at the Company’s website www.organoclick.com.
PROPOSED AGENDA
RESOLUTIONS PROPOSED BY THE BOARD
Item 1. Election of chairman of the meeting
The board of directors proposes that the lawyer Emil Apelman from Advokatfirman Delphi is elected as chairman of the Extraordinary General Meeting.
Item 6. Resolution on approval of issue of shares with preferential rights for existing shareholders
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution of 17 July 2025 on issue of a maximum of 11,543,290 shares in the Company with preferential rights for existing shareholders (the “Rights Issue”). Upon subscription of all issued shares, the Company’s share capital will increase by a maximum of SEK 115,432.903643.
The Rights Issue shall otherwise be subject to the following conditions.
Right to subscribe for shares
Those who are registered as shareholders in the Company in the share register kept by Euroclear Sweden AB on the record date are entitled to subscribe for shares with preferential rights in the Rights Issue. The record date for determination of which shareholders who are entitled to subscribe for shares with preferential rights is 6 August 2025.
For each existing share, two (2) subscription rights is obtained. Seventeen (17) subscription rights entitle the holder to subscribe for one (1) share in the Company.
Subscription of shares can also be made without subscription rights.
It was noted that the shareholder and CEO Mårten Hellberg has notified that he will not use four (4) subscription rights. The number of subscription rights thus totals 196,235,930, which can give a maximum of 11,543,290 shares.
Subscription price
The subscription price per share is SEK 1.76. The amount that exceeds the quota value of the shares shall be transferred to the free premium reserve.
Upon full subscription the Company will be provided with an amount of approximately SEK 20,3 million (before issue costs).
Allocation
In the event that not all shares in the Rights Issue are subscribed for with subscription rights, the board of directors shall, within the framework of the maximum amount of the Rights Issue, decide on the allocation of shares subscribed for without subscription rights. Such allocation shall be made in accordance with the following allocation principles:
Firstly, to those who have also subscribed for shares with subscription rights, regardless of whether they were shareholders on the record date or not, and to the extent full allocation cannot be made, pro rata to the number of shares subscribed for with subscription rights. Secondly, to those who have subscribed for shares without preferential rights, and to the extent full allocation cannot be made, pro rata to the number of shares subscribed for. Thirdly, any remaining shares shall be allocated to the underwriters who have entered into an underwriting agreement in proportion to the size of the underwriting commitment.
To the extent that allocation at any stage as described above cannot be made on a pro rata basis, allocation shall be made by lot.
Subscription and payment
Subscription of the shares with subscription rights shall be made by simultaneous cash payment to an account designated by the Company during the period commencing on 8 August 2025 up to and including 22 August 2025. Subscription of shares without subscription rights shall be made during the same period on a specific form for notice of subscription. Payment for shares that have been subscribed for without preferential rights shall be made to an account designated by the Company no later than three (3) banking days after distribution of the contract note which specifies notice of allocation. It is noted that the board of directors is entitled to admit payment for the shares through set-off against debts according to Chapter 13 Section 41 of the Swedish Companies Act. The board of directors is entitled to extend the subscription and payment period.
Right to dividends
The new shares carry a right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and have been recorded in the share register kept by Euroclear Sweden AB.
Other
Documents in accordance with Chapter 13 Section 6 of the Swedish Companies Act have been prepared and are kept available at the Company’s office.
The board of directors, the CEO or the person appointed by the board of directors shall be entitled to make the minor adjustments of the decision required in connection with the registration thereof.
MAJOR SHAREHOLDERS’ PROPOSAL FOR RESOLUTION
Item 7. Resolution on directed issue of shares for payment of remuneration to the board of directors
At the Annual General Meeting on 20 May 2025, it was resolved, in accordance with the Nomination Committee's proposal, that the members of the board of directors of the Company shall have the right to choose whether the remuneration shall be paid in shares in the Company or in cash. In order to enable payment of remuneration to the board members who have chosen to receive remuneration in the form of shares, major shareholders propose that the general meeting resolves on a new issue of a maximum of 341,759 shares with deviation from the shareholders' preferential rights (the “Directed Issue”). Upon subscription of all issued shares, the Company’s share capital will increase by a maximum of SEK 3,417.590108. The Directed Issue shall otherwise be subject to the following terms and conditions.
Right to subscribe for new shares
The right to subscribe for new shares shall, with deviation from the shareholders' preferential rights, be granted to members of the board of directors of the Company who have chosen to receive remuneration in the form of shares whereby a total of five persons may receive allocation. The maximum number of shares a person may be allocated is 136,363 shares.
The reason for the deviation from the shareholders' preferential rights is to enable the Company to fulfill its obligations regarding payment of board remuneration in the form of shares in accordance with the resolution adopted at the Annual General Meeting on 20 May 2025.
Subscription price
The subscription price per share is SEK 1.76. The basis for the subscription price is the closing price of the Company's share on Nasdaq First North Growth Market on 17 July 2025 reduced by a discount of five (5) percent. The subscription price in the Directed Issue is the same as the subscription price in the Rights Issue and is considered by major shareholders to be on market terms. The amount that exceeds the quota value of the shares shall be transferred to the free premium reserve.
Subscription and payment
Subscription of the newly issued shares shall be made by payment no later than 22 August 2025. Payment for subscribed shares shall be made by set-off of claims. The board of directors is entitled to extend the subscription period and payment period.
Rights to dividends
The new shares carry a right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and have been recorded in the share register kept by Euroclear Sweden AB.
Other
Documents according to Chapter 13 section 6 to 8 of the Swedish Companies Act have been prepared and are available at the Company.
The board of directors, the CEO or the person appointed by the board of directors shall be entitled to make the minor adjustments of the decision required in connection with the registration hereof.
For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least nine-tenths (9/10) of both the votes cast and the shares represented at the general meeting.
Item 8. Resolution on a new board member
For the period until the end of the next Annual General Meeting, major shareholders propose the election of Sara Lindell as a new board member.
Sara Lindell
Sara Lindell (born in 1986) is an Investment Manager at Cidro Holding AB, parent company to Cidro Förvaltning AB. Sara has previously worked as Chief Commercial Officer at Releasy Customer Management AB, a provider of customer care and call centre services with a turnover of around SEK 600 million. She has also worked as a management consultant for Centigo AB and under own management. Sara is a civil engineer and holds a Master of Science in Industrial Engineering and Management from Tekniska högskolan at Linköping University. Sara is a board member in Careium AB, Elk Audio AB and Berno Invest AB. Sara is a Swedish citizen. She owns 125 000 shares in OrganoClick personally and through the company Berno Invest AB. She is considered independent in relation to the company's management but dependent in relation to the Company's largest shareholder Cidro Förvaltning AB, that owns 21,350,000 shares.
SHAREHOLDERS’ RIGHT TO DEMAND INFORMATION
Pursuant to Chapter 7 Section 32 and 57 of the Swedish Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda.
DOCUMENTS
The board of directors’ complete proposals for resolutions and other documentation will be made available at the Company’s office at the address Linjalvägen 9 in Täby, Sweden, not later than two weeks prior to the meeting and will be sent without charge to the shareholders who so request and provide their postal address. The documentation will also be made available on the Company’s website, www.organoclick.com. All the above documents will also be presented at the meeting.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
___________________________
Stockholm, July 2025
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 17-07-2025 22:01 CET.