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Simris Group AB (publ), reg. no. 556841–9187 (the "Company") held an extraordinary general meeting on 20 December 2023. Below follows a summary of the resolution that were passed at the meeting.
Resolution on issue of new shares
The meeting resolved to carry out a directed issue of a maximum of 5,170,014 new class B shares in the Company, entailing an increase of the share capital with a maximum of SEK 449,146.672941. The following conditions shall otherwise apply to the resolution.
1. The right to subscribe for the new shares shall vest in Heike Enke and Dan Enke. The reason for the deviation from the shareholders’ preferential rights is that the Company is obliged to issue shares to the subscribers in accordance with the transfer agreement entered into in connection with the acquisition of the Simris subsidiary Simris Biologics GmbH (formerly Cyano Biotech) on 25 August 2022.
2. The subscription price of SEK 0.298817135 shall be paid for each subscribed share. Payment shall be made by set-off of claims. The share premium shall be transfered to the unrestricted premium reserve. The board of directors is entitled to decide on payment by set-off in accordance with the rules of the Swedish Companies Act.
3. Subscription through payment for the newly issued shares shall take place within three weeks of the date of the resolution to issue new shares. The board of directors shall be entitled to extend the subscription period and the payment period.
4. The new shares shall carry a right to dividends for the first time on the record date that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and been entered into the share ledger kept by Euroclear Sweden AB.
5. The board of directors or the person appointed by the board of directors is authorised to make any minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.