Shareholders in Moberg Pharma AB (publ), reg. no. 556697-7426 (the “Company”), are hereby convened to the Extraordinary General Meeting at 8 August 2023 at 14:00 on Advokatfirman Schjødt, Hamngatan 27 in Stockholm.
Attendance at the Extraordinary General Meeting
Shareholders who wish to participate in the Extraordinary General Meeting must:
To be entitled to participate in the Extraordinary General Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Extraordinary General Meeting, re-register the shares in their own name so that the shareholders are registered in the share register on the record date on 31 July 2023. This re-registration may be temporary (so-called “voting right registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than 2 August 2023, are considered when preparing the share register. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.
A shareholder who wishes to be represented by proxy shall issue a written and dated Power of Attorney to the proxy holder. If the Power of Attorney is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The Power of Attorney must not be more than one year old, however, the Power of Attorney may be older if it is stated that it is valid for a longer term, maximum five years. The Power of Attorney in original as well as any Registration Certificate must be presented at the Extraordinary General Meeting. The Company provides Power of Attorney-forms on the Company’s website www.mobergpharma.se.
Number of shares and votes
As per the date of this notice, there are a total of 10,272,933 ordinary shares in the Company, corresponding to in total 10,272,933 votes. Each ordinary share entitles the holder to one vote at the general meeting. No series C shares have been issued. At the time of issuing this notice, the Company holds 445,974 ordinary shares that do not qualify for voting rights at the general meeting.
Proposed Agenda
PROPOSALS FOR RESOLUITION
Resolution regarding amendments to the articles of association (item 7)
General information regarding the Board of Directors' proposals under item 7
As stated in item 8 below, the Board of Directors proposes that the meeting resolves to approve the Board of Directors' resolution on a new issue of units, consisting of ordinary shares and warrants, with pre-emption rights for the Company's shareholders. As further stated under item 8 below, certain terms for the new issue, such as the number of units to be issued and the subscription price for each unit, will be decided and made public at a later date. In order to create flexibility regarding the determination of such conditions, the Board of Directors presents four alternative proposals for amendments to the articles of association in accordance with item 7 (a)-(d) below, of which only one proposal can be adopted by the meeting. The Board of Directors will therefore withdraw at least three of the alternative proposals that the Board of Directors determines are less appropriate with regard to, among other things, the final terms of the rights issue. The Board of Directors may also withdraw all four proposals to amend the articles of association under item 7 (a)-(d) below if the Board of Directors finds that the current articles of association are more appropriate with regard to, among other things, the final terms of the rights issue.
A valid resolution in accordance with this item 7 requires the support of two-thirds of the votes cast as well as the shares represented at the Extraordinary General Meeting.
Item 7 (a)
To enable the rights issue proposed under item 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend § 4 in the Articles of Association as follows:
Current wording
The share capital shall amount to not less than SEK 10,000,000 and not more than SEK 40,000,000.
Proposed wording
The share capital shall amount to not less than SEK 15,000,000 and not more than SEK 60,000,000.
To enable the rights issue proposed under item 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend the first paragraph in § 5 in the Articles of Association as follows.
Current wording
The number of shares shall amount to not less than 10,000,000 and not more than 40,000,000.
Proposed wording
The number of shares shall amount to not less than 15,000,000 and not more than 60,000,000.
Item 7 (b)
To enable the rights issue proposed under item 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend § 4 in the Articles of Association as follows:
Current wording
The share capital shall amount to not less than SEK 10,000,000 and not more than SEK 40,000,000.
Proposed wording
The share capital shall amount to not less than SEK 20,000,000 and not more than SEK 80,000,000.
To enable the rights issue proposed under item 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend the first paragraph in § 5 in the Articles of Association as follows.
Current wording
The number of shares shall amount to not less than 10,000,000 and not more than 40,000,000.
Proposed wording
The number of shares shall amount to not less than 20,000,000 and not more than 80,000,000.
Item 7 (c)
To enable the rights issue proposed under item 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend § 4 in the Articles of Association as follows:
Current wording
The share capital shall amount to not less than SEK 10,000,000 and not more than SEK 40,000,000.
Proposed wording
The share capital shall amount to not less than SEK 25,000,000 and not more than SEK 100,000,000.
To enable the rights issue proposed under item 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend the first paragraph in § 5 in the Articles of Association as follows.
Current wording
The number of shares shall amount to not less than 10,000,000 and not more than 40,000,000.
Proposed wording
The number of shares shall amount to not less than 25,000,000 and not more than 100,000,000.
Item 7 (d)
To enable the rights issue proposed under item 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend § 4 in the Articles of Association as follows:
Current wording
The share capital shall amount to not less than SEK 10,000,000 and not more than SEK 40,000,000.
Proposed wording
The share capital shall amount to not less than SEK 30,000,000 and not more than SEK 120,000,000.
To enable the rights issue proposed under item 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend the first paragraph in § 5 in the Articles of Association as follows.
Current wording
The number of shares shall amount to not less than 10,000,000 and not more than 40,000,000.
Proposed wording
The number of shares shall amount to not less than 30,000,000 and not more than 120,000,000.
Approval of the Board of Directors’ resolution to issue units (item 8)
The Board of Directors proposes that the Extraordinary General Meeting approves the Board of Directors' resolution, to carry out a new issue of units consisting of ordinary shares and warrants of series 2023:1 with pre-emption rights for the Company's shareholders, whereby each unit consists of one (1) ordinary share and one (1) warrant of series 2023:1, on the following terms and conditions.
The CEO or a person appointed by the CEO shall be authorised to make any minor adjustment required to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Shareholders’ right to request information
The shareholders are reminded of their right to receive information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Documents
Documents according to the Swedish Companies Act will be made available to the shareholders at the Company and on the Company's website, www.mobergpharma.se, no later than three weeks before the meeting and will be sent free of charge to the shareholders who request it from the Company and state their address.
Processing of personal data
For information on how personal data is processed in connection with the Extraordinary General Meeting, see the integrity policy that is available at Euroclear’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-eng....
_______________________________________
Stockholm in June 2023
Moberg Pharma AB (publ)
The Board of Directors