The shareholders of Cell Impact AB (Nasdaq First North GM: CI B), reg. no. 556576-6655, are hereby invited to participate in an extraordinary general meeting on Monday 9 August 2021.
Since the board’s proposal on authorizing the board of directors to resolve upon issue of shares, warrants and/or convertibles was rejected by the annual general meeting the board has, in consultation with major shareholders, made a revised proposal for authorization of the board of directors to resolve upon issue of shares, warrants and/or convertibles and therefore convenes an extraordinary general meeting on Monday 9 August 2021. The revised proposal is somewhat narrower than the original proposal but still gives the board sufficient flexibility to resolve upon any capital raisings to secure financing of the company’s business plan.
Due to the Covid-19 pandemic, the board of directors has decided that the extraordinary general meeting shall be conducted without physical attendance and that shareholders shall have the opportunity to exercise their voting rights only by voting in advance (postal voting) in accordance with the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations (Sw. Lagen (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor).
The company welcomes all shareholders to exercise their voting rights at the general meeting by voting in advance (postal voting) in accordance with the instructions below. Information about the resolutions made at the general meeting will be published on Monday 9 August 2021 as soon as the outcome of the voting is finally compiled.
Registration and notification
Shareholders who wish to attend the extraordinary general meeting:
- must be recorded in the share register maintained by Euroclear Sweden AB on Friday 30 July 2021; and
- must notify the company of their attendance no later than on Friday 6 August 2021 by voting in accordance with the instructions under the heading “Postal voting” below.
Shares registered in the name of a custodian
Shareholders whose shares are registered in the name of a custodian must temporarily have their shares re-registered in their own names in order to have the right to attend the general meeting. Shareholders must therefore, well in advance, contact the custodian in accordance with the custodian’s routines and request such re-registration. A re-registration of shares made by the custodian no later than Tuesday 3 August 2021 will be taken into account when procuring the share register.
The board of directors has decided that shareholders shall be able to exercise their voting rights only by postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations (Sw. Lagen (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor). A special form must be used for postal voting. Preferably, a digital form must be used which will be available on the company’s website www.cellimpact.com no later than Monday 19 July 2021, whereby the postal voting is made digitally using BankID or other identification method. For shareholders who do not wish to vote digitally, a physical form for postal voting will also be available at the company’s address Källmossvägen 7A, Karlskoga and for printing on the company’s website www.cellimpact.com no later than Monday 19 July 2021. This form is sent, completed and signed, by post to the company at the address Cell Impact AB (publ), att. Stefan Axellie, Källmossvägen 7A, 691 52 Karlskoga.
No separate notification is required as the submitted postal voting form is regarded as a notification. The complete postal voting form must be submitted to the company (digitally or by post) no later than Friday 6 August 2021.
The shareholders may, in the postal voting form, request that resolutions in one or more of the matters in the proposed agenda is to be postponed to a so-called continued general meeting, which may not be a held as a postal voting meeting only. Such a continued general meeting shall take place if the extraordinary general meeting so resolves or if owners of at least one tenth of all the shares in the company so request.
Shareholders voting by proxy must issue a dated and signed power of attorney which is to be attached to the digital postal voting form together with a registration certificate or any other authorization documents for owners that are legal persons. A proxy form is available on the company’s website www.cellimpact.com.
Shareholders’ rights to receive information
At the extraordinary general meeting the shareholders have the right to, if the board of directors considers that this can be done without significant damage to the company, receive information about any circumstances that may affect the assessment of a matter in the agenda (i.e., the right stated in Chapter 7 Sections 32 and 57 of the Swedish Companies Act). Requests for such information must be submitted in writing to the company’s address Cell Impact AB (publ), att. Stefan Axellie, Källmossvägen 7A, 691 52 Karlskoga or via e-mail to [email protected] and must be submitted to the company no later than ten days before the extraordinary general meeting, i.e. no later than Friday 30 July 2021.
The information will be made available on the company’s website www.cellimpact.com no later than Wednesday 4 August 2021. The information will also be available at the company’s office at Källmossvägen 7A in Karlskoga from the same day. The information will also be sent to the shareholder who requested it and who has provided its address.
Shares and votes
At the time of this notice, the total number of shares and votes in the company amount to the following. The total number of class A shares is 217,800 with a voting value of 1, corresponding to 217,800 votes, and the total number of class B shares is 58,624,534 with a voting value of 1/10, corresponding to 5,862,453.4 votes. Thus, there are a total of 58,842,334 shares and a total number of 6,080,253.4 votes in the company.
Proposed agenda for the meeting
- Opening of the extraordinary general meeting
- Election of the chairman of the extraordinary general meeting
- Election of one or two persons to check the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the extraordinary general meeting has been duly convened
- Decision on authorizing the board of directors to resolve upon issue of shares, warrants and/or convertibles
- Closing of the extraordinary general meeting
Section 2, election of the chairman of the extraordinary general meeting
The board proposes that lawyer Anna-Maria Heidmark Green at Advokatfirman Wåhlin AB is elected as chairman of the extraordinary general meeting, or in the event of her absence, the person appointed by the nomination committee.
Section 3, election of one or two persons to check the minutes
The board of directors proposes that Mattias Klintemar is appointed, together with the chairman, to check the minutes, or in the event of his absence, the person appointed by the nomination committee. The assignment to check the minutes also includes reviewing the voting list and that the received postal votes are correctly stated in the minutes of the meeting.
Section 4, preparation and approval of the voting list
The voting list proposed to be approved is the voting list that has been drawn up based on the general meeting share register and received postal votes and that has been approved by the chairman of the meeting and reviewed by the attestant.
Section 7, decision on authorizing the board of directors to resolve upon issue of shares, warrants and/or convertibles
The board proposes that the general meeting authorizes the board to, until the next annual general meeting and within the limits of the articles of association and on one or more occasions and with or without deviation from the shareholders’ preferential rights, resolve upon issues of shares, warrants, and/or convertibles, provided that such issues may not entail an increase of the company’s share capital by more than 20 percent, calculated on the size of the share capital the first time the authorization is used. Issues may be made against cash payment, issue in kind and/or set-off, or otherwise be combined with conditions. Issues shall be made in order to increase the production capacity and prepare the organization to enable future growth. Should the board of directors resolve on an issue of shares with deviation from the shareholders’ preferential rights, the issue of share shall be made at market terms and conditions.
Furthermore, the board proposes that the board, or the person appointed by the board, shall have the right to make minor changes to the general meeting’s decision which may be required in connection with registration with the Swedish Companies Registration Office or for other administrative reasons.
Special majority requirements
A decision in accordance with the board’s proposals in Section 7 requires that is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the extraordinary general meeting.
Processing of personal data
Cell Impact AB (publ), reg.no 556576-6655, registered in Karlskoga, is the controller of the processing of personal data performed by the company or its service providers in connection with the extraordinary general meeting. For information on how personal data is processed, please see