Communiqué from the extraordinary general meeting of Calmark Sweden AB (publ)

Communiqué from the extraordinary general meeting of Calmark Sweden AB (publ)

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On Wednesday, 6 November 2019, Calmark Sweden AB (publ) held an extraordinary general meeting, chaired by Mathias Karlsson. The resolutions passed are summarized below. All resolutions were passed unanimously.

Resolution to amend the Articles of Association

The extraordinary general meeting resolved, in accordance with the Board of Directors’ proposal, to amend the restrictions on the Company's share capital and number of shares in the Articles of Association according to the following:

Clause 4 was resolved to be worded as follows:

” The share capital shall be no less than SEK 1,250,000 and no more than SEK 5,000,000.”

Clause 5 was resolved to be worded as follows:

” The number of shares shall be no less than 12,500,000 and no more than 50,000,000.”

New issue of shares and subscription warrants (“Units”) with preferential rights for the shareholders

The extraordinary general meeting resolved, in accordance with the Board of Directors’ proposal, to conduct a new issue of at most 7,366,680 B shares, entailing an increase of the share capital by at most SEK 736,668. The extraordinary general meeting further resolved, in accordance with the Board of Directors’ proposal, to conduct a new issue of at most 2,455,560 Series 2019/2020 subscription warrants, in total carrying rights to subscribe for 2,455,560 B shares in the Company and hence entailing a further increase of the share capital by at most SEK 245,556 upon exercise. The share capital can increase by SEK 982,224 at the most, if the B shares issue is fully subscribed and the Series 2019/2020 subscription warrants are fully exercised.

These issues were considered as one resolution and shall be carried out through the issue of so-called Units (“the Rights issue”). Each Unit shall consist of twelve (12) B shares and four (4) subscription warrants of Series 2019/2020.

When the Rights issue is carried out, preference shall be given to those who are registered as shareholders in the Company on the record date (13 November 2019), and each (1) existing share in the Company (regardless of class of shares) shall entitle the holder to one (1) unit right (“Unit right”). Twenty-one (21) Unit rights shall entitle the holder to subscribe for one (1) Unit. The subscription price shall be SEK 39.60 per Unit, corresponding to SEK 3.30 per share. The subscription warrants are issued free-of-charge.

The complete conditions and arrangements will be available in the Company’s information memorandum, which is planned to be published 14 November 2019.

Resolution on authorization

The general meeting resolved, in accordance with the Board of Directors' proposal, that the CEO, or a person whom the Board of Directors appoints, shall be authorized to make such minor adjustments of the general meeting's resolutions that are required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Timetable for the Rights issue (all dates referring to 2019)

The updated timetable for the rights issue is presented below. Please note that the first day of trading in paid subscription units (BTU) has been updated to 15 November 2019, instead of 24 November 2019 as previously communicated.

11 November – Last day of trading in the Company’s share including the right to receive Unit rights

12 November – First day of trading in the Company’s share excluding the right to receive Unit rights

13 November – Record date for obtaining Unit rights

14 November – Estimated publication date for the information memorandum

15 November - 27 November – Trading in Unit rights on Spotlight Stock Market

15 November - 29 November – Subscription period (subscription by payment)

15 November – Trading in paid subscription units (BTU) begins, and continues until the Rights issue is registered with the Swedish Companies Registration Office