The extra general meeting of Ovzon AB (publ) (the "Company") was held today on 15 November 2023 and the following resolutions were passed by the meeting.
DETERMINATION OF THE NUMBER OF DIRECTORS
The extra general meeting resolved that the board shall consist of six directors without deputies. It was noted that all current directors remain in place.
APPROVAL OF THE BOARD OF DIRECTORS' RESOLUTION ON A RIGHTS ISSUE
The extra general meeting resolved to approve the board of directors' resolution from 20 October 2023 on a rights issue.
The board of directors has on 13 November 2023, pursuant to authorization approved by the extra general meeting on 15 November 2023, resolved on the following terms for the rights issue: The share capital of the Company may be increased by a maximum of SEK 5,576,525.80. The maximum number of shares to be issued in the rights issue shall amount to a maximum of 55,765,258 shares. The subscription price to be paid for each new share shall be SEK 4.50, in total SEK 250,943,661 if all shares are subscribed for. The share premium shall be transferred to the unrestricted premium reserve.
Those who on the record date 20 November 2023 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right, to subscribe for new shares at a subscription price of SEK 4.50 per share. Shareholders receive 1 subscription right for each share held as of the record date. 1 subscription right entitles the holder to subscribe for 1 new share in the rights issue.
Subscription for shares with subscription rights shall be made by payment in cash during the period from 22 November 2023 up until and including 6 December 2023. Subscription for shares without subscription rights shall be made on a subscription list during the period from 22 November 2023 up until and including 6 December 2023. Payment for shares subscribed for without subscription rights shall be made no later than three days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.
If all of the new shares are not subscribed for with subscription rights, the board will decide on allotment of new shares subscribed for without subscription rights. Allotment will then be made firstly to persons who have applied for subscription without subscription rights and who have subscribed for shares with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of shares allotted through exercise of subscription rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without subscription rights, and in the case of oversubscription, pro rata to the new number of shares subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining shares shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
For the full proposals regarding the above resolutions at the extra general meeting, please refer to the notice and the complete proposals which are available on the Company's website, www.ovzon.com.