Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | First North Stockholm |
Sektor | Material |
Industri | Forskning & Utveckling |
The shareholders of Cinis Fertilizer AB, reg. no. 559154-0322, are hereby summoned to the extraordinary general meeting to be held on 15 May 2025 at 10:00 CEST at Advokatfirman Schjødt at Hamngatan 27, Stockholm. The entrance to the meeting and registration will commence at 09:30 CEST.
The board of directors has decided, pursuant to the company's articles of association, that shareholders also shall have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to exercise their voting rights at the general meeting by attending in person, through a proxy or by postal voting.
Right to participate and notice of participation
A shareholder who wishes to participate at the extraordinary general meeting must:
(i) be recorded in the share register maintained by Euroclear Sweden AB on 7 May 2025, and
(ii) notify the company of its intention to participate in the meeting in accordance with the instructions set out in the section "Notice of attendance for participating in person or through a proxy" no later than on 9 May 2025 or submit a postal vote in accordance with the instructions set out in the section "Instructions for postal voting" no later than on 9 May 2025.
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the 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 general meeting per the record date, 7 May 2025, voting right registrations completed by the nominee no later than on 9 May 2025 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 9 May 2025.
Notice of attendance for participating in person or through a proxy
Those who wish to participate at the general meeting in person or through a proxy shall give notice of attendance to the company no later than on 9 May 2025 to Advokatfirman Schjødt, Att. Victor Marklund, Box 715, SE-101 33 Stockholm, Sweden (mark the envelope "Cinis Fertilizer EGM 2025") or to victor.marklund@schjodt.com with reference "Cinis Fertilizer EGM 2025". The notice of attendance shall state name or company name, personal identification number (Sw. personnummer) or corporate registration number, address, telephone number, number of shares and, where relevant, the number of accompanying advisors (not more than two).
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent to Advokatfirman Schjødt, Att. Victor Marklund, Box 715, SE-101 33 Stockholm, Sweden (mark the envelope with "Cinis Fertilizer EGM 2025") or to victor.marklund@schjodt.com with reference "Cinis Fertilizer EGM 2025". The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company's website, www.cinis-fertilizer.com.
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the voting form and follow the instructions available on the company's website, www.cinis-fertilizer.com. The postal vote must be received by the company no later than on 9 May 2025. The postal voting form shall be sent to Advokatfirman Schjødt, Att. Victor Marklund, Box 715, SE-101 33 Stockholm, Sweden (mark the envelope "Cinis Fertilizer EGM 2025") or to victor.marklund@schjodt.com with reference "Cinis Fertilizer EGM 2025".
Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal voting forms will become invalid. Further information and conditions can be found in the postal voting form.
If the shareholder issues the postal vote by proxy, a written and dated power of attorney shall be enclosed with the postal voting form. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent to Advokatfirman Schjødt, Att. Victor Marklund, Box 715, SE-101 33 Stockholm, Sweden (mark the envelope with "Cinis Fertilizer EGM 2025") or to victor.marklund@schjodt.com with reference "Cinis Fertilizer EGM 2025". The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company's website, www.cinis-fertilizer.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 on approval of the board of directors' resolution on a rights issue of shares
- Resolution regarding issue authorisation
- Closing of the meeting
PROPOSALS FOR RESOLUTIONS
Item 2 - Election of chairman of the meeting
The board of directors proposes that attorney Emil Hedberg, or in case of his impediment, the person instead appointed by the board of directors, to be elected as chairman of the extraordinary general meeting.
Item 3 - Preparation and approval of the voting list
The voting list which is proposed to be approved under item 3 shall be the voting list prepared by the company, based on the general meeting's share register, shareholders who have registered to participate and are present at the general meeting, as well as postal votes received. The voting list shall be reviewed by the persons verifying the minutes.
Item 7 - Resolution to amend the articles of association
The board of directors proposes that the general meeting, with the aim of amending the limits for share capital and the number of shares according to § 4 and § 5 of the articles of association, resolves to amend the articles of association in accordance with the below.
The board of directors proposes that the extraordinary general meeting resolves on the following
amendments to § 4 and § 5 of the articles of association.
Proposed wording § 4:
The share capital shall not be less than SEK 1,225,264 and not more than SEK 4,901,056.
Proposed wording § 5:
The number of shares shall not be less than 122,526,400 and not more than 490,105,600.
Authorisation
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Majority requirement
A valid resolution requires that the resolution is supported by shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the general meeting.
Item 8 - Resolution on approval of the board of directors' decision on a rights issue of shares
The board of directors proposes that the extraordinary general meeting resolves to approve the board of directors' resolution on 15 April 2025 on a new issue of a maximum of 145,052,936 shares, entailing a maximum increase of the share capital of SEK 1,450,529.36. Otherwise, the following conditions shall apply.
- The right to subscribe for shares shall, in accordance with the shareholders' preferential rights, vest with those who are registered as shareholders in the company, in the share register kept by Euroclear Sweden AB, on 19 May 2025 (the "Record Date"). Each shareholder receives one (1) subscription right for each share held. One (1) subscription right entitles to subscription of two (2) shares.
- The subscription price is SEK 1.0 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve.
- Subscription for shares, with preferential rights, is made with the support of subscription rights. The right to receive subscription rights, to subscribe for shares with preferential rights, shall vest with persons registered as shareholders with Euroclear Sweden AB as of the Record Date.
- Subscription of shares with the support of subscription rights shall be made by simultaneous cash payment during the period from, and including, 21 May 2025, until, and including, 4 June 2025. The board of directors has the right to extend the subscription and payment period.
- Subscription of shares without the support of subscription rights must be made on a special subscription list during the period starting on, and including, 21 May 2025, until, and including, 4 June 2025. Payment for shares that are subscribed for without the support of subscription rights must be paid in cash in accordance with the instructions on the transaction note no later than the third banking day after notification of allocation is sent to the subscriber through a transaction note. The board of directors has the right to extend the subscription period and payment period.
- The new shares issued in the rights issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by Euroclear Sweden AB.
- In the event all shares in the rights issue are not subscribed for with the support of subscription rights, the board of directors shall, within the maximum amount of the rights issue, resolve on the allotment of shares subscribed for without the support of subscription rights in accordance with the following allotment principles:
- Firstly, allocation shall be made to those who subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the Record Date or not, and, in case of oversubscription, in relation to the number of subscription rights that each party has exercised for subscription of shares, and, if this is not possible, by drawing lots.
- Secondly, allocation shall be made to other subscribers who subscribed for shares without the support of subscription rights, and, in case of oversubscription, in relation to the subscribed amount, and, if this is not possible, by drawing lots.
- Thirdly, allocation of any remaining shares shall be made to guarantors in accordance with signed guarantee undertakings. In the event that allotment cannot be made in full, allotment shall be made in proportion to the amount guaranteed by each guarantor and, if this is not possible, by drawing lots.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
Item 9 - Resolution regarding issue authorisation
The board of directors proposes that the general meeting resolves to authorize the board, on one or several occasions and for the period up to the next annual general meeting, to resolve to issue new shares, warrants and/or convertibles, with or without deviation from the shareholders' pre-emptive rights. The number of shares that may be issued and the number of shares that may be converted/subscribed for shall not be limited in any other way than by the limits of the articles of association as applicable from time to time. New issues may be made with or without provisions concerning payment in kind, set-off or other provision specified in Chapter 13, Section 5, first paragraph, 6, Chapter 14, Section 5, first paragraph, 6, and Chapter 15, Section 5, first paragraph, 4, of the Swedish Companies A.
The purpose of the authorization is to provide flexibility to the board of directors in its work to ensure that the company in an appropriate manner can raise capital and acquire companies, businesses, and other assets and in accordance with previously disclosed purposes, issue shares to bondholders.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
A valid resolution requires that the resolution is supported by shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the annual general meeting.
Documentation etc.
The board of directors' complete proposals (complete in this notice) and associated documents will be available at Bytaregatan 4D in Lund and on the company's website, www.cinis-fertilizer.com, no later than two weeks prior to the meeting and will be sent free of charge to shareholders who so request and provide their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director 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.
Cinis Fertilizer AB has corporate registration number 559154-0322 and its registered office is in Örnsköldsvik.
N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.
_________________
Örnsköldsvik in April 2025
Cinis Fertilizer AB
The board of directors
For more information, please contact:
Charlotte Becker, IR and communications Director Cinis Fertilizer
charlotte@cinis-fertilizer.com
+46 730 37 07 07
Jakob Liedberg, CEO Cinis Fertilizer
jakob@cinis-fertilizer.com
+46 768 58 12 86
About Cinis Fertilizer
Cinis Fertilizer is a Swedish greentech company that produces an environmentally friendly mineral fertilizer, potassium sulphate (SOP), by recycling residual streams from the manufacture of batteries and battery materials, as well as from the pulp and other industries. The patented technology uses half the energy of current production methods and results in a mineral fertilizer with a low carbon footprint. A unique and circular contribution that enables sustainable agriculture. FNCA Sweden AB is the company's Certified Adviser. For more information, visit www.cinis-fertilizer.com.