The shareholders in Coala-Life Group AB (publ) (the “Company”), reg. no. 556495-4682, are hereby given notice to attend an extraordinary general meeting at 10:00 a.m. on Friday 22 December 2023 at Setterwalls Advokatbyrå’s offices at address Sturegatan 10 in Stockholm.
The board of directors has decided, pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act and the Company’s articles of association, to apply the possibility of proxy collection in conjunction with the extraordinary general meeting (se section proxy collection below for more information).
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Thursday 14 December 2023; and
(ii) notify the Company of their attendance and any assistant no later than Monday 18 December 2023. Notification can be made in writing to Setterwalls Advokatbyrå AB, Attn: Johan Tönnesen, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to johan.tonnesen@setterwalls.se.
Notification shall include full name, personal identification number or corporate registration number, address, daytime telephone number and, if appropriate, information about representative, proxy, and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
In order to be entitled to participate and vote at the meeting, shareholders who have their shares registered in the name of a nominee must have their shares registered in their own name, so that the shareholder will be included in the transcription of the share register as of Thursday 14 December 2023. Such registration may be temporary (so-called voting rights registration) and is requested to the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Monday 18 December 2023 will be taken into account in the preparation of the share register.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy will be available on the Company’s website www.coalalife.com. The original version of the power of attorney shall also be presented at the meeting.
Proxy collection
The board of directors has decided, pursuant to Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act and the Company’s articles of association, to apply the possibility of proxy collection in conjunction with the extraordinary general meeting. This means that shareholders who do not wish to participate in person at the meeting can submit a power of attorney to a representative appointed by the Company, who participates in the meeting on behalf of the shareholder and votes in accordance with the shareholder’s instructions. The representative appointed by the Company may not be a member of the board of directors or the CEO of the Company. Shareholders who wish to make use of this opportunity must complete and sign a special power of attorney form which will be available on the Company’s website, www.coalalife.com. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority.
Processing of personal data
For information regarding how your personal data is processed in connection with the extraordinary general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons who shall approve the minutes of the meeting
5. Determination of whether the meeting has been duly convened
6. Election of new board member, and determination of the fees payable to the members of the board of directors
7. Resolution regarding changes to the articles of association and reduction of the share capital without cancellation of shares
8. Resolution regarding changes to the articles of association and issuance of units consisting of new shares and warrants with preferential rights for the shareholders
9. Resolution on an authorization for the board of directors to increase the share capital to enable payment of consideration to guarantors in the form of new shares in the Company.
10. Resolution regarding changes to the articles of association and increase of the share capital through bonus issue without issuance of new shares
11. Resolution regarding a reduction of the share capital without cancellation of shares
12. Resolution on an authorization for the board of directors to increase the share capital
13. Resolution regarding changes to the articles of association and reduction of the share capital without cancellation of shares subject to authorization from the Swedish Companies Registration Office or a general court
14. Closing of the meeting
The nomination committee’s proposed resolutions
Item 6 – Election of new board member and determination of the fees payable to the members of the board of directors
On August 2, 2023, the previous board member Emma Strömfelt announced her resignation as an ordinary board member. In order to fill the vacancy after Emma Strömfelt, the nomination committee proposes that Nils-Holger Olsson is elected as a new board member, after which that the board of directors will consist of Per Carendi (chairman of the board), Christian Jørgensen, Peter Troija, Per Lindeberg and Nils-Holger Olsson until the end of the next annual general meeting.
Nils-Holger Olsson currently owns 5,932,984 shares in the Company, corresponding to approximately 2.0 percent of the total number of shares and votes in the Company and is independent in relation to the Company and its senior management as well as in relation to the Company’s major shareholders. Information regarding Nils-Holger Olsson’s principal education and work experience and any other significant professional commitments etc. will be kept available on the Company’s website at www.coalalife.com.
The annual general meeting held on 16 May 2023 resolved that the fees payable to the board of directors for the period until the end of the next annual general meeting shall amount to a total of SEK 1,200,000 out of which SEK 400,000 shall be paid to the chairman and SEK 200,000 to each of the other ordinary members.
The nomination committee proposes that the new board member is to be entitled to remuneration (board fees) as resolved by the annual general meeting (i.e. SEK 200,000 reduced proportionally taking into account that the new board member will not serve the entire time period between the annual general meeting held on 16 May 2023 and the next annual general meeting).
The board of directors’ proposed resolutions
The board of directors of the Company has presented the following proposed resolutions in relation to items 7-13 in the proposed agenda. The board of directors’ proposals in accordance with items 7, 8, 10, and 11 are presented in order to enable a rights issue of units consisting of new shares and warrants with preferential rights for the shareholders at a subscription price for new shares below the current quotient value of the Company’s shares, to minimize the subsequent increase of the share capital and to adjust the limits of the share capital and the number of shares in the articles of association, to be registered simultaneously. The board of directors’ proposal in accordance with item 13 has been presented in order to, subject to authorization from the Swedish Companies Registration Office or a general court, enable further reduction of the share capital following registration of the other proposals, with the main purpose of decreasing the quotient value in order to adapt the capital structure.
Item 7. Resolution regarding changes to the articles of association and reduction of the share capital without cancellation of shares
The board of directors proposes that the meeting resolves on (i) changes to the articles of association and (ii) reduction of the share capital without cancellation of shares in accordance with the below. The proposals have been presented in order to enable the rights issue of units consisting of new shares and warrants that is proposed in accordance with item 8 on the proposed agenda, at a subscription price for new shares below the current quotient value of the Company’s shares. The proposals shall be deemed as one proposal and therefore be adopted by the meeting as the same resolution.
(i) Changes to the articles of association
The board of directors proposes that the meeting resolves on changes to the limits of the share capital in section 4 in the articles of association.
The board of directors proposes that the wording of item 4 of the articles of association is changed from “The Company’s share capital shall amount to not less than SEK 37,500,000 and not more than SEK 150,000,000” to “The Company’s share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000”.
(ii) Reduction of the share capital without cancellation of shares
The board of directors proposes that the meeting resolves on reduction of the share capital without cancellation of shares. The share capital shall be reduced by SEK 78,030,587.52. The purpose of the reduction is transfer to non-restricted equity.
Following the reduction, the Company’s share capital will amount to SEK 502,612.48 divided among 314,132,800 shares (before registration of the rights issue). The reduction will entail that the quotient value of the shares is changed from SEK 0.25 to SEK 0.0016 per share.
The proposed reduction requires changes to the articles of association and is conditional upon that an increase of the share capital is carried out (including changes to the articles of association) whereby the share capital is restored, i.e. with an amount corresponding to not less than the reduction. The reduction of the share capital will thus be admissible without authorization from the Swedish Companies Registration Office or a general court.
Miscellaneous
Resolutions in accordance with (i) – (ii) above shall be conditional upon the meeting also resolving in accordance with items 8 and 10 on the proposed agenda.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
Item 8 – Resolution regarding changes to the articles of association and issuance of units consisting of new shares and warrants with preferential rights for the shareholders
The board of directors proposes that the meeting resolves on (i) changes to the articles of association and (ii) issuance of units, consisting of new shares and warrants, with preferential rights for the shareholders in accordance with the below. The proposals shall be deemed as one proposal and therefore be adopted by the meeting as the same resolution.
(i) Changes to the articles of association
The board of directors proposes that the meeting resolves on changes to the limits of the share capital and the number of shares in sections 4 and 5 in the articles of association.
The board of directors proposes that the wording of section 4 in the articles of association be changed from ”The Company’s share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000” (as amended in accordance with the proposal in item 7 of the proposed agenda) to ” The Company’s share capital shall amount to not less than SEK 1,500,000 and not more than SEK 6,000,000”.
The board of directors further proposes that the wording of section 5 in the articles of association be changed from ”The number of shares shall be not less than 150 000 000 and not more than 600,000,000” to ”The number of shares shall be not less than 937,500,000 and not more than 3,750,000,000”.
(ii) Resolution regarding issuance of units consisting of new shares and warrants with preferential rights for the shareholders
The board of directors proposes that the meeting resolves on issuance of so called units, consisting of new shares and warrants giving right to subscribe for new shares, with preferential rights for the shareholders in accordance with the below.
Number of units and share capital increase
The issue comprises no more than 1,256,531,200 new shares and no more than 314,132,800 warrants, which may only be subscribed for and allotted together in the form of no more than 314,132,800 so called units where each unit consists of four (4) new shares and one (1) warrant. After the issue, the shares and the warrants will be separated. Each warrant entitles to subscription of one (1) new share in the Company.
The Company’s share capital may be increased through subscription of the new shares and through exercise of the warrants for subscription of new shares. The Company’s share capital may be increased by no more than SEK 2,513,062.40, out of which SEK 2,010,449.92 is from the new shares and SEK 502,612.48 is from the new shares that may be subscribed for through exercise of the warrants. The share capital increases have been calculated based on a quotient value of SEK 0.0016 per share (after registration of the reduction of the share capital as proposed in accordance with the previous item on the proposed agenda). The share capital increase may however be smaller with regard to the part that is emanating from the exercise of the warrants, due to the proposed resolution regarding further decrease of the share capital in accordance with the following items on the proposed agenda.
Right to subscribe for units
Those who on the record date are registered as holders of shares in the CSD register kept by Euroclear Sweden AB are entitled to subscribe for units with preferential rights. The record date for receipt of subscription rights and a right to participate in the issue with preferential rights shall be Thursday 4 January 2024. Each share entitles to one (1) subscription right and one (1) subscription right entitles to subscription of one (1) unit.
Subscription may also take place without subscription rights. In the event that not all units are subscribed for by exercise of subscription rights, the board of directors shall, within the framework of the maximum amount for the issue, resolve on allotment of units to those who have subscribed without subscription rights in accordance with the following principles:
– Firstly, allotment of unit that have been subscribed for without subscription rights is to be made to those who have subscribed for units by exercise of subscription rights, irrespective of whether the subscriber was holder of shares on the record date or not and, in the event of oversubscription, pro rata in relation to the number of subscription rights that have been exercised for subscription of units and, to the extent not possible, by drawing of lots.
– Secondly, allotment of units that have been subscribed for without subscription rights is to be made to those who have subscribed for units without exercise of subscription rights, irrespective of whether the subscriber was holder of shares on the record date or not and, in the event of oversubscription, pro rata in relation to the number of units for which each of them have applied for subscription and, to the extent not possible, by drawing of lots.
– Thirdly and lastly, allotment of shares is to be made to those who have entered into guarantee commitments in capacity of guarantors and, in the event of oversubscription, pro rata in relation to the number of units for which each of them have guaranteed subscription and, to the extent not possible, by drawing of lots.
Subscription price of units
The subscription price for a unit shall amount to SEK 0.24 and refers to the shares (entailing a subscription price of SEK 0.06 per share). The part of the subscription price that exceeds the quotient value of the shares shall be allocated to the non-restricted equity fund. The warrants are issued free of charge.
Subscription and payment of units
Subscription of units, with or without exercise of subscription rights, is to take place during the period from 8 January 2024 until and including 22 January 2024, and with respect to the subscription of units by guarantors under guarantee commitments, during the period from 23 January 2024 until and including 25 January 2024.
Subscription through exercise of subscription rights shall be made by simultaneous cash payment to an account designated by the Company during the period from 8 January 2024 until and including 22 January 2024.
Subscription of units without subscription rights shall be made on a subscription list. Payment for units subscribed for without exercise of subscription rights is to be made to an account designated by the Company not later than three (3) banking days after notice of allotment.
The board of directors shall have the right to prolong the period for subscription and payment.
To the extent deemed appropriate by the board of directors, and provided that it may take place without detriment to the Company or its creditors, the board of directors may allow payment by way of set-off in accordance with Chapter 13 Section 41 of the Swedish Companies Act.
Subscription and subscription price of new shares subscribed for through exercise of warrants
Subscription of new shares through exercise of warrants may be made during the period from and including 30 May 2024 until and including 12 June 2024.
Each warrant entitle the holder to subscribe for one (1) new share in the Company at a subscription price per share (the “Exercise Price”) corresponding to the higher of (i) 70 percent of the volume weighted average trading price of the Company’s share on Nasdaq First North Growth Market during a period of 10 trading days immediately before 24 May 2024 (24 May 2024 included), however not less than SEK 0.06, and (ii) the quotient value of the share at the time of exercise of warrants. If no trading price is recorded for a particular trading day within the specified period, such day shall not be taken into account, but the period shall instead be extended backwards in time with the number of previous trading days required for the period to comprise a total of 10 trading days with a recorded trading price. The Exercise Price calculated in accordance with item (i) above shall be rounded off to two decimals, where SEK 0.005 shall be rounded upwards. The part of the Exercise Price that exceeds the shares’ quotient value shall be allocated to the non-restricted equity fund.
Other terms and conditions for the warrants
The warrants are also subject to the terms and conditions, including customary terms and conditions for recalculation, stated in the board of directors’ complete proposed resolution.
Right to dividends of new shares
The new shares shall entitle to dividends as from the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by Euroclear Sweden AB.
Conditions
The resolution requires and is conditional upon the meeting also resolving to reduce the share capital (including changes to the articles of association) in accordance with item 7 on the proposed agenda resulting in that the quotient value of the share correspond to no more than the subscription price of new shares and its registration is conditional upon that the issuance fit within the limits of the articles of association.
Miscellaneous
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
Item 9. Resolution on an authorization for the board of directors to increase the share capital to enable payment of consideration to guarantors in the form of new shares in the Company
The board of directors proposes that the general meeting resolves on an authorization for the board of directors to – during the period until the next annual general meeting and at one or more occasions – resolve upon issuance of new shares with deviation from the shareholders’ preferential rights to pay commitment consideration to guarantors of the rights issue according to item 8 on the proposed agenda in the form of new shares in the Company. Payment may be made in cash, trough set-off of claims or otherwise be conditional.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
Item 10. Resolution regarding changes to the articles of association and an increase of the share capital through bonus issue without issuance of new shares
The board of directors proposes that the meeting resolves on (i) changes to the articles of association and (ii) an increase of the share capital through a bonus issue without issuance of new shares in accordance with the below. The proposals are presented in order to enable the reduction of the share capital in accordance with item 7 on the proposed agenda without requiring authorization from the Swedish Companies Registration Office or a general court. The proposals shall be deemed as one proposal and therefore be adopted by the meeting as the same resolution.
(i) Changes to the articles of association
The board of directors proposes that the meeting resolves on changes to the limits of the share capital in section 4 in the articles of association.
The board of directors proposes that the wording of item 4 of the articles of association is changed from “The Company’s share capital shall amount to not less than SEK 1,500,000 and not more than SEK 6,000,000” (as amended in accordance with the proposal in item 8 of the proposed agenda) to “The Company’s share capital shall amount to not less than SEK 75,000,000 and not more than SEK 300,000,00”.
(ii) Increase of the share capital through a bonus issue without issuance of new shares
The board of directors proposes that the meeting resolves on an increase of the share capital through a bonus issue without issuance of new shares. The share capital shall be increased by the amount of SEK 78,030,587.52. The bonus issue shall be carried out through transfer of the corresponding amount from non-restricted equity to share capital.
The increase is conducted in order to enable the proposed reduction of the share capital in accordance with item 7 on the proposed agenda without authorization from the Swedish Companies Registration Office or a general court.
The proposed increase requires changes to the articles of association and is conditional upon a reduction of the share capital (including changes to the articles of association) in accordance with item 7 on the proposed agenda by a corresponding amount.
Miscellaneous
Resolutions in accordance with (i) – (ii) above is conditional upon the meeting also resolving in accordance with item 7 on the proposed agenda.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
Item 11. Resolution regarding a reduction of the share capital without cancellation of shares
The board of directors proposes that the general meeting resolves on a reduction of the share capital without cancellation of shares in accordance with the below. The proposal has been presented in order to minimize the share capital increase resulting from the previous items on the proposed agenda.
The board of directors proposes that the general meeting resolves on a reduction of the share capital without cancellation of shares. The share capital shall be reduced by an amount of no more than SEK 2,124,695.938 (in accordance with the below). The purpose of the reduction is transfer to non-restricted equity.
The reduction of the share capital shall be determined to an amount corresponding to the increase of the share capital resulting from (i) registration of the new shares that are issued as part of the units (i.e. excluding such new shares that may be subscribed for through exercise of the warrants) that are issued in the rights issue in accordance with item 8 on the proposed agenda, however, not more than SEK 2,010,449.92, and (ii) registration of new shares as a result of any exercise of the authorization under item 9 of the proposed agenda, however, not more than SEK 114,246.0176, i.e. in total not more than SEK 2,124,695.938, adjusted downwards (if applicable) to the amount that entail that the quotient value of the share, after completion of the reduction, will be an amount in SEK with no more than four decimals. The latter adjustment should only be made if the share’s quotient value, after the reduction, would have five or more decimals.
The reduction is carried out so that the resolutions set forth in the previous items on the proposed agenda, combined, shall not increase the Company’s share capital or restricted equity (other than due to such adjustment of the reduction amount required to obtain an appropriate quotient value in accordance with the above). The reduction will entail that the quotient value of the share is adjusted downwards after registration of the previous resolution on the proposed agenda.
The proposed reduction is conditional upon that an increase of the share capital (including changes to the articles of association) as a result of which the share capital is restored, i.e. with an amount at least corresponding to the reduction, is carried out. The reduction of the share capital will thus be admissible without authorization from the Swedish Companies Registration Office or a general court.
The resolution shall be conditional upon the meeting also resolving in accordance with items 8, and 10 on the proposed agenda.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
Item 12. Resolution on an authorization for the board of directors to increase the share capital
The board of directors proposes that the general meeting resolves on an authorization for the board of directors to – during the period until the next annual general meeting and at one or more occasions – resolve upon issuance of new shares, warrants and/or convertible debentures with deviation from the shareholders’ preferential rights in situations where a directed issue is deemed more appropriate than a rights issue for the Company due to timing, commercial or similar reasons, such as the intention to broaden the Company’s shareholder base with international or institutional investors. Payment may be made in cash, trough set-off of claims or otherwise be conditional. Through issuances resolved upon with support from the authorization the number of shares may be increased by no more than 500,000,000.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
Item 13 – Resolution regarding changes to the articles of association and reduction of the share capital without cancellation of shares subject to authorization from the Swedish Companies Registration Office or a general court
The board of directors proposes that the meeting resolves on (i) changes to the articles of association, and (ii) reduction of the share capital without cancellation of shares in accordance with the below. The proposals have been presented in order to enable further reduction of the share capital, subject to authorization from the Swedish Companies Registration Office or a general court, after registration of the other matters on the proposed agenda. The main purpose is to adapt the capital structure. The proposals shall be deemed as one proposal and therefore be adopted by the meeting as the same resolution.
(i) Changes to the articles of association
The board of directors proposes that the meeting resolves on changes to the limits of the share capital and the number of shares in sections 4 and 5 in the articles of association.
The board of directors proposes that the wording of item 4 of the articles of association is changed from “The Company’s share capital shall amount to not less than SEK 75,000,000 and not more than SEK 300,000,000” (as amended in accordance with the proposal in item 10 of the proposed agenda) to “The Company’s share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000”.
The board of directors further proposes that the wording of item 5 of the articles of association is changed from “The number of shares shall be not less than 937,500,000 and not more than 3,750,000,000” (as amended in accordance with the proposal in item 8 of the proposed agenda) to “The number of shares shall be not less than 1,000,000,000 and not more than 4,000,000,000”.
(ii) Reduction of the share capital without cancellation of shares
The board of directors proposes that the general meeting resolves on a reduction of the share capital without cancellation of shares. The purpose of the reduction is transfer to non-restricted equity. The share capital shall be reduced by an amount of no more than SEK 78,158,200 (and no more than an amount causing the share capital to be reduced to SEK 500,000) (the "Reduction Amount") or such higher amount as may result from the next paragraph.
In the event that the board of directors, prior to the registration of the reduction, resolves on an issuance with support of either of the authorizations proposed under item 9 and 12 (an “Intermediate Issue(s)”) the Reduction Amount increases by no more than SEK 0.0838 per such newly issued share, however, not more than SEK 47,883,635.1718, (in total SEK 126,041,835.1718) (the "Adjusted Reduction Amount"). The maximum increase of the Reduction Amount in the preceding sentence corresponds to the maximum possible increase in share capital that may arise per share issued in any Intermediate Issues, but the Adjusted Reduction Amount shall never amount to a higher amount than that which results in a quotient value of the Company’s shares in accordance with the next paragraph or causing the share capital to fall below SEK 500,000).
The reduction of the share capital shall if possible be determined to an amount in SEK resulting in a quotient value of the Company’s shares of SEK 0.0005 (after registration of the other resolutions on the proposed agenda and any Intermediate Issues).
The exact amount of the reduction of the share capital is thus dependent on the share capital changes resulting from the other resolutions on the proposed agenda and any Intermediate Issues but shall never exceed the Reduction Amount, or the Adjusted Reduction amount (if applicable) (out of which SEK 164,206.7761 of the maximum amount refer to the highest possible adjustment amount in respect of the proposed rights issue under item 8 of the proposed agenda and full utilization of the authorization under item 9 of the proposed agenda in the event of a reduction of the share capital according to item 11 on the proposed agenda and shall only result in reduction according to this proposal, to the extent that the reduction amount becomes lower than the highest possible amount for the reduction carried out according to item 11), implying that the proposed reduction will result in that the Company’s share capital will amount to SEK 821,033.88 after the reduction, provided that the rights issue in accordance with item 8 on the proposed agenda is fully subscribed and that the reduction is registered before any further changes of the share capital (for example as a result of Intermediate Issues, or subscription for shares through exercise of the warrants issued in the rights issue).
If the rights issue according to item 8 on the proposed agenda is fully subscribed (but no other changes are carried out in the share capital, e.g. through the exercise of the authorizations proposed under item 9 or 12 or as a result of subscription of new shares through the exercise of the warrants issued within the framework of the rights issue), the reduction will result in that the Company’s share capital will amount to SEK 785,332.
If the rights issue according to item 8 on the proposed agenda is fully subscribed and Intermediate Issues corresponding to the highest maximum possible number of shares that may be issued with the support of the authorization proposed under item 12 is carried out before the reduction is registered (but no other changes in the share capital, for example by subscription of new shares through the exercise of the warrants issued within the framework of the rights issue), the reduction will instead result in that the Company’s share capital will amount to SEK 1,035,332.
If the rights issue according to item 8 on the proposed agenda is fully subscribed and Intermediate Issues corresponding to the highest maximum possible number of shares that may be issued with the support of the authorizations proposed under item 9, and 12 is carried out before the reduction is registered (but no other changes in the share capital, for example by subscription of new shares through the exercise of the warrants issued within the framework of the rights issue), the reduction will instead result in that the Company’s share capital will amount to SEK 1,071,033.88.
The proposed reduction requires changes to the articles of association and is conditional upon that an authorization is obtained from the Swedish Companies Registration Office or a general court.
Miscellaneous
Resolutions in accordance with (i) – (ii) above is conditional upon the meeting also resolving in accordance with the items 7,8,10, and 11 on the proposed agenda.
The Chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
Majority requirements
A valid resolution in accordance with items 7-13 of the proposed agenda require that the proposals are supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.
Number of shares and votes in the Company
The total number of shares and votes in the Company at the time of issuance of this notice is 314,132,800. The Company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the Company, in conjunction with the meeting provide information regarding circumstances which may affect the assessment of a matter on the agenda.
Documentation
The board of director’s proposals are presented above in their entirety, and documents pursuant to Chapter 12 Section 7, Chapter 14 Section 8, and Chapter 20 Sections 13-14 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) will be kept available at the Company’s office not later than two weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the Company’s website www.coalalife.com. All the above-mentioned documents will also be presented at the general meeting.
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Stockholm, November 2023
The board of directors