Notice of extraordinary General Meeting in Biokraft International AB
The shareholders of Biokraft International AB, 556528-4733, (the "Company") are hereby convened to the Extraordinary General Meeting ("EGM") to be held on Wednesday 27 March 2024 at 10.00, at World Trade Center, Entrance D, Klarabergsviadukten 70, in Stockholm.
The Board of Directors has resolved that the shareholders shall have the right to exercise their voting rights in advance of the EGM through postal voting pursuant to Chapter 7 Section 4 a of the Companies Act (2005:551) and the Company's Articles of Associations. Consequently, shareholders may choose to exercise their voting rights at the EGM by attending by postal voting, in person or by proxy.
Registration and notice of participation
Participation in person at the EGM
Shareholders who wish to participate in person in the EGM or by proxy must:
- be registered in the register of shareholders maintained by Euroclear Sweden AB per Tuesday 19 March 2024, and
- notify their intention to participate to the Company, no later than Thursday 21 March 2024
- by mail to Biokraft International AB, att: EGM, Kungsbron 1, Entrance C, floor 8, 111 22 Stockholm, Sweden;
- by the digital form available on the Company's website, www.biokraft.com; or
- by e-mail to bolagsstamma@biokraft.com(state "EGM 2024" in the subject line).
When giving notice of participation, the shareholder shall state name, national identification number or company registration number, telephone number and number of shares represented.
Proxy
Shareholders who are represented by a proxy must issue a written, signed and dated power of attorney for the proxy. The proxy in the original form shall be submitted to the Company at the above address well in advance of the EGM. Proxy form is available at the Company's website, www.biokraft.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.
Participation by postal voting
Shareholders who wish to participate in the EGM by postal voting must:
- be registered in the register of shareholders maintained by Euroclear Sweden AB per Tuesday 19 March 2024; and
- notify their intention to participate by submitting their postal vote by using the digital form available on the Company's website, www.biokraft.com. The postal vote shall be received no later than Thursday 21 March 2024.
The shareholder may not provide the postal vote with special instructions or conditions. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are provided in the postal voting form.
If the shareholder submits a postal vote by proxy, a power of attorney must be attached to the form. Proxy form is available at the Company's website, www.biokraft.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the EGM in person or by proxy must give notice thereof to the EGM's secretariat prior to the opening of the EGM.
For any questions about the EGM or the postal voting form, please refer to bolagsstamma@biokraft.com.
Nominee-registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the EGM. In addition to giving notice of participation (or submitting their postal vote), such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date 19 March 2024. Such re-registration may be temporary (so-called voting rights registration) and is requested from the respective nominee in accordance with the nominee's routines at such a time in advance as the nominee require. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than 21 March 2024 will be taken into account in the preparation of the share register.
Processing of personal data
For information on how your personal data is processed in connection with the EGM, refer to the privacy policy available 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
2. Election of a chairperson of the meeting
3. Election of one or two persons to verify the minutes
4. Drawing up and approval of the voting list
5. Determination as to whether the meeting has been duly convened
6. Approval of the agenda for the meeting
7. Resolution on a first amendment of the Articles of Association
8. Resolution on a potential second amendment of the Articles of Association
9. Resolutions on issue authorisations
a) Resolution to authorise the Board of Directors to resolve on a rights issue of shares of up to SEK 650 million after transaction costs
b) Resolution to authorise the Board of Directors to resolve on issue of shares
10. Conclusion of the meeting
Proposals
Election of a chairperson of the meeting (item 2)
The Board of Directors proposes that Anders Bengtsson, or in his absence, a person appointed by the Board of Directors, shall be appointed chairperson of the EGM.
Resolution on a first amendment of the Articles of Association (item 7)
The Board of Directors proposes that the EGM resolves on the following amendments to Sections 4 and 5 of the Articles of Association.
+------------+-----------------------------------------------------------------+
|Current |Proposed wording |
|wording | |
+------------+-----------------------------------------------------------------+
|§ 4 Share |§ 4 Share capital |
|capital | |
| |The company's share capital shall be not less than SEK 87,000,000|
|The |and not more than SEK 348,000,000. |
|company's | |
|share | |
|capital | |
|shall be not| |
|less than | |
|SEK | |
|30,000,000 | |
|and not more| |
|than SEK | |
|120,000,000.| |
+------------+-----------------------------------------------------------------+
|§ 5 Shares |§ 5 Shares |
| | |
|The company |The company shall have not less than 43,500,000 shares and not |
|shall have |more than 174,000,000 shares. |
|not less | |
|than | |
|15,000,000 | |
|shares and | |
|not more | |
|than | |
|60,000,000 | |
|shares. | |
+------------+-----------------------------------------------------------------+
The Board of Directors, or any other person appointed by the Board of Directors, is proposed to have the right to make such changes to the above resolution that may be required in connection with registration with the Swedish Companies Registration Office and otherwise take the measures required to implement the resolution.
Majority requirement
For a valid resolution according to the Board of Directors' submitted proposal under item 7, it is required that the resolution must be supported by shareholders with at least two thirds of both the votes cast and the shares represented at the EGM.
Resolution on a possible second amendment of the Articles of Association (item 8)
In order to enable share issues larger than what can be accommodated within the limits of the Articles of Association for the number of shares and share capital (as proposed for resolution under item 7), the Board of Directors proposes that the EGM also resolves on a possible second amendment to the Articles of Association. Furthermore, the Board of Directors proposes that the Board of Directors is authorised to apply for registration with the Swedish Companies Registration Office the second amendment of the Articles of Association according to this item 8 if the Board of Directors deems it appropriate taking into account the final terms and conditions, and the outcome of share issues resolved by virtue of the authorisations under items 9(a) and (b) below.
The Board of Directors proposes that the EGM resolves on the following amendments to Sections 4 and 5 of the Articles of Association.
+------------+---------------------------------------------------------------+
|Current |Proposed wording |
|wording | |
+------------+---------------------------------------------------------------+
|§ 4 Share |§ 4 Share capital |
|capital | |
| |The company's share capital shall be not less than SEK |
|The |348,000,000 and not more than SEK 1,392,000,000. |
|company's | |
|share | |
|capital | |
|shall be not| |
|less than | |
|SEK | |
|30,000,000 | |
|and not more| |
|than SEK | |
|120,000,000.| |
+------------+---------------------------------------------------------------+
|§ 5 Shares |§ 5 Shares |
| | |
|The company |The company shall have not less than 174,000,000 shares and not|
|shall have |more than 696,000,000 shares. |
|not less | |
|than | |
|15,000,000 | |
|shares and | |
|not more | |
|than | |
|60,000,000 | |
|shares. | |
+------------+---------------------------------------------------------------+
Majority requirement
For a valid resolution according to the Board of Directors' submitted proposal under item 8 it is required that the resolution must be supported by shareholders with at least two thirds of both the votes cast and the shares represented at the EGM.
Resolution on issue authorisations (item 9 (a) - (b))
In order to be able to carry out share issues according to the press release which the Company announced on 26 February 2024, the Board of Directors proposes that the EGM resolves on authorisation for the Board of Directors to resolve on issue of shares in accordance with the below proposals.
Proposal 9 (a) Resolution to authorise the Board of Directors to resolve on a rights issue of shares of up to SEK 650 million after transaction costs
The Board of Directors proposes that the EGM authorises the Board of Directors to, on one or more occasions, during the period until the next Annual General Meeting, resolve on a rights issue of shares with pre-emptive rights for the Company's existing shareholders. The Company's share capital and number of shares may, by virtue of the authorisation, be increased with an amount and number that falls within the limits of the, at any time registered, or by the EGM adopted, Articles of Association.
Rights issues supported by the authorisation may not exceed a total issue amount that covers the amount (including interest and other fees) the Company is obliged to pay to the bondholders who have requested repurchase of the Company's senior secured green bonds in accordance with the bond terms and conditions following the "Change of Control Event" that occurred due to the Company's two previously largest shareholders, Aneo Renewables Holding AS och St1 Sverige AB, consolidating their ownership in the Company into a jointly co-owned limited liability company, 1Vision Biogas AB. However, the issue of shares may amount to a maximum total of up to approximately SEK 650 million after deduction of transaction costs. The subscription price shall be determined on market terms.
Rights issues of shares may be made against cash payment and/or through set-off, or otherwise be subject to conditions.
The Board of Directors, or any other person appointed by the Board of Directors, is proposed to have the right to make such changes to the above resolution that may be proved necessary in connection with registration with the Swedish Companies Registration Office and otherwise take the measures required to implement the resolution.
Proposal 9 (b) Resolution to authorise the Board of Directors to resolve on issue of shares
The Board of Directors proposes that the EGM authorises the Board of Directors to, on one or more occasions, during the period until the next Annual General Meeting, resolve on a new issue of shares with or without pre-emptive rights for the Company's existing shareholders. The Company's share capital and number of shares may, by virtue of the authorisation, be increased with an amount and number that falls within the limits of the, at any time registered, or by the EGM adopted, Articles of Association.
Share issues both with and without pre-emptive rights for the Company's shareholders supported by the authorisation may not exceed a total issue amount of up to approximately SEK 150 million to be used for investments in the Company's ongoing operations as well as for further growth and expansion replacing the current existing issue authorization as resolved at the Annual General Meeting 2023. The subscription price shall be determined on market terms. This authorisation may also be utilised by the Board of Directors to resolve on issue of shares to increase a rights issue resolved on by virtue of the authorisation proposed under item 9 (a).
Share issues may be made against cash payment and/or through set-off, or otherwise be subject to conditions.
The Board of Directors, or any other person appointed by the Board of Directors, is proposed to have the right to make such changes to the above resolution that may be proved necessary in connection with registration with the Swedish Companies Registration Office and otherwise take the measures required to implement the resolution.
Majority requirement
For a valid resolution according to the Board of Directors' submitted proposal under item 9 (b) it is required that the resolution must be supported by shareholders with at least two thirds of both the votes cast and the shares represented at the EGM.
Information at the EGM
The Board of Directors and the CEO shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda.
Documentation for the EGM
Complete proposals and other documents pursuant to the Companies Act will be available at the offices of the Company on Kungsbron 1, Entrance C, floor 8 in Stockholm and at the Company's website www.biokraft.com no later than 6 March 2024. All documents will be sent free of charge to any shareholder who so requests and states their email- or postal address.
___________________________
Stockholm in February 2024
Biokraft International AB
The Board of Directors