NOTICE TO EXTRAORDINARY GENERAL MEETING IN ACCONEER AB (PUBL)
A shareholder who wishes to participate in the extraordinary general meeting must:
| (i) | be entered in the register of shareholders maintained by Euroclear Sweden AB on 22 February 2024; and |
| (ii) | notify the Company of its attendance no later than 26 February 2024 to Acconeer AB (publ), "EGM", Västra Varvsgatan 19, 211 77 Malmö, Sweden, or via e-mail to info@acconeer.com. The notification shall state full name, personal registration number or company registration number, address and telephone number, number of shares held and proxies if applicable. |
Nominee registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the extraordinary general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the extraordinary general meeting per the record date, 22 February 2024, voting right registrations completed by the nominee no later than 26 February 2024 will be considered. This means that shareholders must request the nominee to complete such voting right registration well in advance of 26 February 2024.
Proxies
Shareholders represented by proxy shall issue a written and dated power of attorney. If the proxy is issued by a legal person, a certified copy of the registration certificate or similar papers of authorisation must be appended. The proxy, in its original form, as well as any registration certificates, should be submitted well in advance of the meeting to Acconeer AB (publ), "EGM", Västra Varvsgatan 19, 211 77 Malmö, Sweden. The power of attorney must not be older than one year unless a longer validity term is specifically stated in the power of attorney (however no longer than five years). Proxy forms are available on the Company's website, www.acconeer.com.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons who shall approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution to amend the articles of association
- Resolution regarding issue authorisation
- Closing of the meeting
RESOLUTION PROPOSALS
Item 7 – Resolution to amend the articles of association
The board of directors proposes that the extraordinary general meeting resolves to amend the articles of association in accordance with items 7(a) and 7(b) below.
Resolutions according to items 7(a)-7(b) below are conditional upon that, and shall be submitted for registration with the Swedish Companies Registration Office after, the Company has resolved on a new issue of shares on the basis of and subject to the extraordinary general meeting's approval of the proposal regarding issue authorisation in accordance with item 8 below. Further, the board of directors proposes that the board of directors is authorised to submit for registration with the Swedish Companies Registration Office, the articles of association in accordance with item 7(a) or item 7(b) which limits for the minimum and maximum number of shares and share capital in the Company are compatible with the total number of shares and share capital in the Company after the board of directors has resolved on such a new issue. In the event that the total number of shares and share capital in the Company after the board of directors has resolved on such new issue is compatible with the amendments to the articles of association under both item 7(a) and item 7(b) below, the articles of associations that sets out the lowest number of shares and share capital in the Company shall be submitted for registration.
Item 7(a)
The board of directors proposes that the extraordinary general meeting resolves on the following amendments to Sections 4-5 of the articles of association.
Current wording Section 4:
The share capital shall not be less than SEK 500,000 and not more than SEK 2,000,000.
Proposed wording Section 4:
The share capital shall not be less than SEK 1,250,000 and not more than SEK 5,000,000.
Current wording Section 5:
The number of shares shall not be less than 10,000,000 and not more than 40,000,000.
Proposed wording Section 5:
The number of shares shall not be less than 25,000,000 and not more than 100,000,000.
Item 7(b)
The board of directors proposes that the extraordinary general meeting resolves on the following amendments to Sections 4-5 of the articles of association.
Current wording Section 4:
The share capital shall not be less than SEK 500,000 and not more than SEK 2,000,000.
Proposed wording Section 4:
The share capital shall not be less than SEK 5,000,000 and not more than SEK 20,000,000.
Current wording Section 5:
The number of shares shall not be less than 10,000,000 and not more than 40,000,000.
Proposed wording Section 5:
The number of shares shall not be less than 100,000,000 and not more than 400,000,000.
A resolution in accordance with items 7(a)-(b) above shall only be valid where supported by not less than two-thirds of both votes cast and the shares represented at the extraordinary general meeting.
Item 8 – Resolution regarding issue authorisation
The board of directors proposes that the extraordinary general meeting authorises the board of directors to, on one or more occasions, during the period until the next annual general meeting, resolve on issues of new shares, warrants and/or convertibles, with preferential rights for the Company's existing shareholders. The Company's share capital and number of shares may, by virtue of the authorisation, be increased with an amount and number that falls within the limits of the, at any time registered, or by the extraordinary general meeting adopted, articles of association.
New issues may be made against cash payment, in kind and/or through set-off, or otherwise be subject to conditions. The board of directors shall be entitled to determine the other terms and conditions for issues under this authorisation and who shall be entitled to subscribe for issued securities.
The board of directors also proposes that the board of directors, or the person appointed by the board of directors, shall be entitled to make the minor changes to the resolution of the extraordinary general meeting that may be required in connection with registration with the Swedish Companies Registration Office or for other administrative reasons.
Documentation
The board of directors' complete proposals (complete in this notice) and associated documents will be available at the Company’s office and on the Company’s website, www.acconeer.com, no later than two weeks prior to the extraordinary general meeting and will be sent to shareholders who so request and provide their postal address.
Shareholders’ right to request information
Shareholders are reminded of their right to request information from the board of directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Acconeer AB (publ) has org. no. 556872–7654 and its registered office in Malmö.
N.B. This notice has been prepared in both Swedish and English language versions. In the event of any deviations between the versions, the Swedish version shall prevail.
_________________
Malmö in January 2024
Acconeer AB (publ)
The board of directors
For further information, contact:
Lars Lindell, CEO Acconeer, Phone: +46 10218 92 00, E-mail: ir@acconeer.com
The information was submitted, through the agency of the contact person above, for publication at 20:30 CET on 29 January 2024.
About Acconeer AB (publ)
With ground-breaking technology, Acconeer has developed a radar sensor that opens a new world of interaction. Acconeer Micro Radar Sensor, with low power consumption, high precision, small size and high robustness, is a 60GHz robust and cost-effective sensor for detection, distance measurement, motion detection and camera-supported applications with low power consumption. Acconeer combines the advantage of low power consumption with highly accurate pulsed radar systems of coherent radar, all integrated into a component with a surface area of only 28 mm2. The radar sensor can be included in a range of mobile consumer products, from smartphones to wearables, but also in areas such as robots, drones, the Internet of Things, healthcare, automotive, industrial robots and security and monitoring systems. Acconeer is a semiconductor company and, as a business model, sells hardware to manufacturers of consumer electronics products. Acconeer is listed on Nasdaq First North Growth Market with the ticker code ACCON, Redeye is the company's Certified Advisor (CA). For more information: www.acconeer.com.