{"id":8809,"date":"2025-09-29T18:15:00","date_gmt":"2025-09-29T18:15:00","guid":{"rendered":"https:\/\/heliospectra.com\/blog\/mfn_news\/notice-to-attend-the-extraordinary-general-meeting-of-heliospectra-ab-publ\/"},"modified":"2025-11-17T10:01:19","modified_gmt":"2025-11-17T10:01:19","slug":"notice-to-attend-the-extraordinary-general-meeting-of-heliospectra-ab-publ","status":"publish","type":"mfn_news","link":"https:\/\/heliospectra.com\/nl\/blog\/mfn_news\/notice-to-attend-the-extraordinary-general-meeting-of-heliospectra-ab-publ\/","title":{"rendered":"NOTICE TO ATTEND THE EXTRAORDINARY GENERAL MEETING OF HELIOSPECTRA AB (PUBL)"},"content":{"rendered":"
\n

The shareholders of Heliospectra AB (publ), reg. no. 556695-2205, (\u201cHeliospectra\u201d or the \u201cCompany\u201d) are hereby given notice to attend the Extraordinary General Meeting to be held on Thursday, 30 October 2025 at 10:00 a.m. at the Company\u2019s premises on Johan Willins Gatan 8 in G\u00f6teborg.<\/strong><\/p>\n<\/div>\n

\n

Exercising voting rights at the Extraordinary General Meeting<\/strong>
\nAny shareholder wishing to participate at the General Meeting must:
\n(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0be entered in the share register kept by Euroclear Sweden AB as per Wednesday, 22 October 2025; and
\n(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0have registered their intention to participate at the General Meeting to the Company in accordance with the instructions under the heading \u201cNotification of participation in person or by proxy<\/em>\u201d, in such time that the notification is received by the Company no later than Friday, 24 October 2025.<\/p>\n

Nominee registered shares<\/strong>
\nA shareholder whose shares are registered in the name of a nominee, must in order to be entitled to exercise its voting rights give notice about its intention to participate at the General Meeting and temporarily register the shares in its own name in the share register at Euroclear Sweden AB. Such registration must be effected no later than Friday, 24 October 2025 and, thus, the shareholder should provide notice to the nominee thereof in due time before that day. Voting rights registrations requested by a shareholder in such time that the voting rights registration has been effected by the nominee no later than on Friday, 24 October 2025, will be considered at the presentation of the share register.<\/p>\n

Notification of participation in person or by proxy<\/strong>
\nShareholders wishing to attend the General Meeting in person or by proxy shall notify the Company no later than Friday, 24 October 2025, either:
\n(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0by post to Heliospectra AB (publ), Johan Willins Gata 8, 416\u00a064 Gothenburg, Sweden (mark the envelope \u201cEGM 2025\u201d); or
\n(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0by e-mail to ir@heliospectra.com.
\nThe notification shall include name or company name, personal identification number or corporate registration number, address, telephone number as well as, where applicable, the number of assistants (maximum two).
\nAnyone who does not wish to attend in person may exercise their right at the General Meeting by proxy with a written, signed and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent document of authorisation for the legal entity must be attached.
\nTo facilitate access to the General Meeting, powers of attorney, registration certificates and other authorisation documents should be received by the Company at the address Heliospectra AB (publ), Johan Willins Gata 8, 416\u00a064 Gothenburg, Sweden (mark the envelope \u201cEGM 2025\u201d) well in advance of the General Meeting and preferably no later than Friday, 24 October 2025.<\/p>\n

Please note that the notification of participation at the Extraordinary General Meeting shall take place even if a shareholder wishes to exercise its voting rights at the General Meeting by proxy. Submission of power of attorney does not constitute a valid notification to the General Meeting.<\/p>\n

A power of attorney form will be available on the Company\u2019s website, www.heliospectra.com.<\/p>\n

Items at the Extraordinary General Meeting<\/strong>
\nProposed agenda:<\/p>\n

    \n
  1. Opening of the general meeting<\/li>\n
  2. Election of chairperson of the general meeting<\/li>\n
  3. Preparation and approval of the voting register<\/li>\n
  4. Election of one or two persons to verify the minutes<\/li>\n
  5. Determination of whether the general meeting has been duly convened<\/li>\n
  6. Approval of the agenda<\/li>\n
  7. Resolution on amendment of the Articles of Association<\/li>\n
  8. Resolution regarding approval of the Board of Directors\u2019 resolution on issue of new shares with preferential rights for existing shareholders<\/li>\n
  9. Resolution regarding adjustment authorization<\/li>\n
  10. Closing of the meeting<\/li>\n<\/ol>\n

    \n

    Proposed resolutions by the Board of Directors<\/strong>
    \n2. Election of chairperson of the general meeting<\/u>
    \nThe Board of Directors proposes that Eric Ehrencrona, lawyer at MAQS Advokatbyr\u00e5, or, in the event of an impediment, the person appointed by the Board of Directors instead be elected as the chairperson of the General Meeting.<\/p>\n

    7. Resolution on amendment of the Articles of Association<\/u>
    \nThe Board of Directors proposes that the General Meeting resolves to adopt new Articles of Association in accordance with the following, whereby the limits for the share capital and the number of shares are amended.
    \nThe changes are proposed in order to enable the rights issue under item 8. The amendments relate to the following:<\/p>\n\n\n\n\n\n
    Curret wording<\/strong><\/td>\nProposed wording<\/strong><\/td>\n<\/tr>\n
    4 SHARE CAPITAL<\/strong>
    \nThe share capital shall amount to no less than SEK 500,000 and no more than SEK 2,000,000.<\/td>\n    		4 SHARE CAPITAL<\/strong>
    \nThe share capital shall amount to no less than SEK 2,355,173 and no more than SEK 9,420,692.<\/td>\n<\/tr>\n
    5 NUMBER OF SHARES<\/strong>
    \nThe number of shares shall be no less than 80,000,000 and no more than 320,000,000.<\/td>\n    		5 NUMBER OF SHARES<\/strong>
    \nThe number of shares shall be no less than 574,839,273 and no more than 2,299,357,092.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    The Board of Directors, CEO or anyone appointed by the Board of Directors is given the right to make the adjustments necessary in connection with the registration of the resolution.<\/p>\n

    8. Resolution regarding approval of the Board of Directors\u2019 resolution on issue of new shares with preferential rights for existing shareholders<\/u><\/p>\n

    The Board of Directors proposes that the General Meeting resolves to approve the Board of Directors\u2019 resolution of 20 September 2025 on an issue of no more than 494,710,691 new shares, leading to an increase of the share capital of no more than SEK 2,026,878.405534 (the \u201cRights Issue<\/strong>\u201d).<\/p>\n

    The Rights Issue shall take place with preferential rights for existing shareholders and in accordance with the following conditions:<\/p>\n

      \n
    1. The right to subscribe for shares in the Rights Issue shall, with preferential rights, rest with those who are registered as shareholders of the Company on the record date of the issue. Each shareholder shall have a preferential right to subscribe for shares in proportion to the number of shares previously held by the shareholder.<\/li>\n
    2. One (1) existing share in the Company shall entitle the holder to nine (9) subscription rights. Five (5) subscription rights entitle for subscription of one (1) new share.<\/li>\n
    3. The record date for determining which shareholders are entitled to subscribe for shares with preferential rights shall be 3 November 2025.<\/li>\n
    4. The subscription price per share shall be SEK 0.10. The part of the subscription price that exceeds the quotient value shall be added to the non-restricted share premium reserve.<\/li>\n
    5. Subscription of shares shall take place during the period from and including 5 November 2025 up to and including 19 November 2025. Subscription of shares with preferential rights (i.e. with subscription rights) shall be made through payment. Subscription for shares without preferential rights (i.e. without subscription rights) shall be made on a designated application form during the period set out above. The Board of Directors shall be entitled to resolve on an extension of the subscription period.<\/li>\n
    6. Payment for shares subscribed for without exercise of subscription rights shall be made no later than three banking days from notice of allotment (settlement note) has been sent to the subscriber. However, the Board of Directors shall have the right to decide on an extension of the payment period.<\/li>\n
    7. Payment for subscribed shares shall be made in cash or by set-off to the extent specified in the Board of Directors\u2019 report in accordance with Chapter 13, Section 7 of the Swedish Companies Act. However, it is noted that the Board of Directors can allow set-off in accordance with the conditions specified in Chapter 13, Section 41 of the Swedish Companies Act.<\/li>\n
    8. If not all of the shares are subscribed for with exercised subscription rights, the Board of Directors shall, up to the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without exercised subscription rights. Allotment of shares subscribed for without exercised subscription rights shall, if applicable, be made:\n