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NOTICE OF EXTRA GENERAL MEETING IN FLEXQUBE AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
The shareholders of FlexQube AB (publ), reg. no. 556905-3944 (the "Company"), are hereby convened to the extra general meeting to be held on Friday 24 October 2025 at 12:00 CET at the Company's offices on Neongatan 8, 431 53 Mölndal.
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
i. on the record date, which is on Thursday 16 October 2025, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation and any assistants (no more than two) no later than on Monday 20 October 2025. The notification shall be in writing to FlexQube AB (publ), Neongatan 8, 431 53 Mölndal, or via e-mail to ir@flexqube.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee registered shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Thursday 16 October 2025 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Monday 20 October 2025 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Monday 20 October 2025. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.
A proxy form will be available on the Company's website, www.flexqubegroup.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Proposed agenda:
- Opening of the meeting and election of the chair of the general meeting
- Preparation and approval of voting list
- Approval of the proposed agenda
- Election of one or more persons to certify the minutes
- Determination of whether the general meeting has been duly convened
- Resolution regarding approval of the board of directors' resolution on a directed share issue
- Resolution regarding approval of the board of directors' resolution on a directed share issue
- Closing of the meeting
Proposals for resolutions:
Item 1: Opening of the meeting and election of the chair of the general meeting
The board of directors proposes that the chair of the board, Christian Thiel, is appointed as chair of the general meeting, or, in his absence, the person appointed by him.
Item 6: Resolution regarding approval of the board of directors' resolution on a directed share issue
The board of directors of the Company proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 1,986,810 shares, with deviation from the shareholders' preferential rights, as follows:
The total increase of the Company's share capital amounts to a maximum of SEK 198,681.
The subscription price for the new shares shall be SEK 10.22 per share, in total SEK 20,305,198.20 if all shares are subscribed for. The share premium shall be transferred to the unrestricted premium reserve. Since the subscription price has been determined through an accelerated book-building procedure, it is the board of directors' assessment that the subscription price is secured on market terms.
Right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, be attributed to Aqurat Fondkommission AB for transfer to the investors who have notified their interest in the accelerated book-building procedure carried out by Corpura Fondkommission AB.
Subscription shall be made on a subscription list no later than on 7 October 2025. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 27 October 2025. The board of directors is entitled to extend the last day for payment.
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 in the share register kept by Euroclear Sweden AB.
In preparation for the Directed Share Issue, the Company's board of directors has conducted an analysis of the conditions for and carefully considered the possibility of raising capital through a rights issue. The conclusion of this assessment is, under the current circumstances, that the Directed Share Issue is the most favorable option for the Company and its shareholders. The reasons for this and the deviation from the shareholders' preferential rights have been based on the following considerations and conclusions: (i) a rights issue would have taken significantly longer to complete, which would have risked depriving the Company of the opportunity to raise capital that ensures the Company's liquidity needs in the short and medium term, which ultimately could have impaired the Company's financial and operational flexibility; (ii) through the Directed Share Issue, the Company's shareholder base can be diversified and strengthened with additional financially strong investors and broaden the base of financially strong shareholders who are deemed to have the financial capabilities to support the Company's operations in the long term, which is further deemed to strengthen the Company's ability to implement the Company's growth strategy; (iii) the Directed Share Issue is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue; (iv) in light of the current market conditions and the volatility observed on the stock market, the board of directors has assessed that a rights issue would also require significant underwriting from an underwriting consortium, which would entail additional costs and/or further dilution for shareholders depending on the type of consideration paid for such underwriting commitments; and (v) in view of the fact that the Company in September 2023 carried out a rights issue which was only subscribed to approximately 52.5 percent, the board of directors assesses that a new rights issue would likely not be fully subscribed, which would mean that the Company cannot meet its capital needs. In view of the above, the board of directors considers, after an overall assessment, that the Directed Share Issue is the most advantageous option for the Company to raise capital in a cost and time efficient manner to strengthen the Company's financial position, while maintaining the most value in the Company and being most favorable for the Company's shareholders.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Item 7: Resolution regarding approval of the board of directors' resolution on a directed share issue
The board of directors of the Company proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 587,085 shares, with deviation from the shareholders' preferential rights, as follows:
The total increase of the Company's share capital amounts to a maximum of SEK 58,708.50.
The subscription price for the new shares shall correspond to the volume-weighted average price on Nasdaq Stockholm Growth Market during the last 30 trading days up to and including 9 October 2025, however, not less than SEK 10.22 (corresponding to the subscription price determined under the accelerated book-building procedure which was announced on 7 October 2025), and a not more than SEK 12.26 (corresponding to a premium of 20 percent in relation to the subscription price determined under the accelerated book-building procedure). The share premium shall be transferred to the unrestricted premium reserve. Since the minimum subscription price has been determined on the basis of an accelerated book-building procedure, it is the board of directors' assessment that the subscription price is secured on market terms.
Right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, be attributed to Aqurat Fondkommission AB for transfer to the investors who have notified their interest in the accelerated book-building procedure carried out by Corpura Fondkommission AB.
Subscription shall be made on a subscription list no earlier than on 9 October 2025 and no later than on 24 October 2025. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 27 October 2025. The board of directors is entitled to extend the last day for payment.
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 in the share register kept by Euroclear Sweden AB.
In preparation for the Directed Share Issue, the Company's board of directors has conducted an analysis of the conditions for and carefully considered the possibility of raising capital through a rights issue. The conclusion of this assessment is, under the current circumstances, that the Directed Share Issue is the most favorable option for the Company and its shareholders. The reasons for this and the deviation from the shareholders' preferential rights have been based on the following considerations and conclusions: (i) a rights issue would have taken significantly longer to complete, which would have risked depriving the Company of the opportunity to raise capital that ensures the Company's liquidity needs in the short and medium term, which ultimately could have impaired the Company's financial and operational flexibility; (ii) through the Directed Share Issue, the Company's shareholder base can be diversified and strengthened with additional financially strong investors and broaden the base of financially strong shareholders who are deemed to have the financial capabilities to support the Company's operations in the long term, which is further deemed to strengthen the Company's ability to implement the Company's growth strategy; (iii) the Directed Share Issue is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue; (iv) in light of the current market conditions and the volatility observed on the stock market, the board of directors has assessed that a rights issue would also require significant underwriting from an underwriting consortium, which would entail additional costs and/or further dilution for shareholders depending on the type of consideration paid for such underwriting commitments; and (v) in view of the fact that the Company in September 2023 carried out a rights issue which was only subscribed to approximately 52.5 percent, the board of directors assesses that a new rights issue would likely not be fully subscribed, which would mean that the Company cannot meet its capital needs. In view of the above, the board of directors considers, after an overall assessment, that the Directed Share Issue is the most advantageous option for the Company to raise capital in a cost and time efficient manner to strengthen the Company's financial position, while maintaining the most value in the Company and being most favorable for the Company's shareholders.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Majority requirements
Resolution in accordance with item 6 is valid only where supported by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Resolution in accordance with item 7 is valid only where supported by shareholders holding not less than nine-tenths of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 13,404,152 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Proxy forms, the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company and at the Company's website www.flexqubegroup.com, and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders are hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Mölndal in October 2025
FlexQube AB (publ)
The board of directors