Resolution at Enersize Oyj's Extraordinary General Meeting
Enersize Oyj's Extraordinary General Meeting was held on 24.9.2019 in Helsinki. A total of 3 shareholders, 12,141,675 shares and votes were represented at the Extraordinary General Meeting.
The following issues were discussed at the General Meeting:
Election of a new board member
The General Meeting decided to elect a fifth Board member. Anders Lundström was elected as a new member of the Board for the period beginning December 1, 2019 and ending at the end of the Annual General Meeting 2020.
Anders Lundström, born in 1964, is a graduate of the Royal Institute of Technology in Stockholm. He is currently active as chairman of the board of W5 Solutions AB, a company that delivers high-tech solutions to, for example, the defense industry. Lundström's past experiences include the role of board member and CEO of Svenska Aerogel Holding AB, listed on Nasdaq First North Growth Market. During the period 2005-2010, Anders Lundström was CEO of Newbeam AB. He was 2001–2005 CEO and board member at PAf Rekrytering AB and 1998–2001 senior consultant at SEE Headhunting & Consulting. Prior to that, Anders Lundström held business leadership roles within the Poolia Group as well as at Rexroth Mecman.
Authorization of the Board to decide on share issue and issue of warrants and other special rights entitling to shares
The Extraordinary General Meeting authorized the Board to decide, in one or more rates on the issue of shares and on the issue of warrants and others in Chapter 10. Section 1 of the Swedish Companies Act intended special rights that entitle to shares, as follows:
The number of shares that can be issued under this authorization may amount to a maximum of 165,000,000 new or shares owned by the company, which corresponds to approximately 477.89 percent of the Company's currently registered shares.
The Board decides on all conditions for the issue of shares and the issue of warrants and other special rights that entitle to shares. Authorization includes the issue of shares and the issue of warrants and other special rights that entitle the holder to shares with deviation from the shareholders' preferential right (directed issue), if there are compelling financial reasons for this from the Company's point of view.
The authorization can be used e.g. to rights issue, issue of warrants and any directed share issue to the issue guarantors published on September 3, 2019, and to directed share issue to be able to restructure parts of the company's debt through so-called set-off issues with the same subscription price used in the rights issue, which the Board may propose to creditors who have financed certain of the company's project loans and also to directed share issues to staff, advisors, partners, the board and senior executives, in cases where there is interest in converting all or part of salary or other receivable related to operational efforts in the company.
Shares can be sold for payment or issued without payment. A private placement can be effected as a free issue only if, from the Company's point of view, and with all its shareholders' interests in mind, there are extremely important financial reasons for this.
The authorization replaces the authorization from the Annual General Meeting on April 25, 2019 for the Board to decide on share issues, as well as the issue of warrants and others in Chapter 10. Section 1 of the Swedish Companies Act provides for special rights that entitle to a maximum of 15,000,000 shares. The authorization does not replace the authorization from the Annual General Meeting on April 25, 2019 for the Board to decide on two option programs for a total of 2,447,000 options, which entitles to issue a maximum of 2,447,000 new shares and the authorization from the Extraordinary General Meeting on November 28, 2018 for the Board to decide on the share issue. of a maximum of 3,142,856 shares as part of remuneration payable in connection with the acquisition of Airdev AB's shares published on November 6, 2018, including a maximum of 2,000,000 shares that can be paid as an additional purchase price. The authorization shall remain in force until 31 December 2021.
Board of Directors