The shareholders of JonDeTech Sensors AB (publ), reg.no 556951-8532 (the “Company”), are hereby convened to an extraordinary general meeting on 2 March 2023 at 10 am CET at the offices of Eversheds Sutherland Advokatbyrå at Strandvägen 1, 104 40 Stockholm. Registration begins at 9.45 am CET.
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the extraordinary general meeting in JonDeTech Sensors AB (publ), and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
RIGHT TO PARTICIPATE AND REGISTRATION
Shareholders who wish to attend the general meeting shall
- be entered in the share register maintained by Euroclear Sweden AB on 22 February 2023, and;
- notify the Company of their attendance at the general meeting by 24 February 2023 at the latest, by e-mail to [email protected] or by letter to Eversheds Sutherland Advokatbyrå AB, Att. Elsa Economou, Box 140 55, 104 40 Stockholm, Sweden. In the notification, the shareholder must state his/her name, personal or registration number, address, and telephone number and, if applicable, the name of an assistant (maximum 2).
NOMINEE REGISTERED SHARES
Shareholders who have had their shares registered by a nominee through a bank or investment institution must have their shares registered in their own name in order to be entitled to attend the general meeting. Such registration may be temporary (so-called voting registration) and is requested from the trustee in accordance with the trustee’s procedures. Registrations of voting rights made (registered with Euroclear Sweden AB) no later than 24 February 2023 will be taken into account in the preparation of the share register.
PROXY
Shareholders represented by proxy must issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the proxy may not exceed five years if specifically stated. If no period of validity is indicated, the proxy shall be valid for a maximum of one year. If the proxy is issued by a legal person, a copy of the certificate of registration or equivalent of the legal person must be attached. The original proxy and any certificate of registration should be sent by post to the Company at the above address in good time before the general meeting. The proxy form will be available on the Company’s website (www.jondetech.se) at least two weeks before the general meeting.
PROPOSED AGENDA
- Opening of the meeting
- Election of the chairman of the meeting
- Approval of the agenda
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination whether the meeting has been duly convened
- Resolution on a directed share issue to Novel Unicorn Limited
- Resolution to enter into a consultancy agreement with Wiser Unicorn Limited (related party transaction)
- Resolution on a directed share issue to Wiser Unicorn Limited
- Resolution to authorise the board of directors to make minor adjustments to the resolutions adopted at the meeting.
- Closure of the meeting
PROPOSED RESOLUTIONS
Item 7 – Resolution on a directed share issue to Novel Unicorn Limited
The board of directors proposes that the extraordinary general meeting resolves on a directed share issue of 7,050,000 shares, entailing an increase in the share capital by SEK 269,433.615.
The resolution shall otherwise be subject to the following conditions:
- The right to subscribe for shares shall, with deviation from the shareholders’ preferential rights, be vested in Novel Unicorn Limited (a company controlled by board member Dave Wu).
- The reason for the deviation from the shareholders’ preferential rights is to perform the Company’s obligations in accordance with the agreements entered into by the Company with Novel Unicorn Limited.
- The subscription price for each share is SEK 0.5. The subscription price has been determined after negotiations at arm’s length. The board of directors considers the subscription price to be in line with market conditions.
- Payment for the subscribed shares shall be made in cash or by set-off against a claim.
- Subscription shall be by payment and shall be made within three days from the date of the resolution on the issue.
- Any share premium shall be transferred to the unrestricted premium reserve.
- The board of directors, or the person appointed by the board of directors, is authorised to make such minor adjustments to the resolution and the terms and conditions as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
- The new shares shall carry the right to dividend for the first time on the record date for dividend that falls closest after the new issue has been registered with the Company and the shares have been entered in the share register at Euroclear Sweden AB.
This issue is subject to the provisions of Chapter 16 of the Companies Act, the so-called Leo Act. A valid resolution under this item 7 requires the support of shareholders holding at least nine-tenths of both the votes cast and the shares represented at the meeting.
Item 8 – Resolution to enter into a consultancy agreement with Wiser Unicorn Limited (related party transaction)
In order to achieve increased sales of the Company’s products to potential customers operating in Asia and to introduce new strategic investors to the Company, the Company has entered into a consultancy agreement with Wiser Unicorn Limited (the “Consultancy Agreement“). Wiser Unicorn Limited is a company incorporated in Hong Kong and controlled by one of the board members of the Company, Dave Wu (the “Consulting Company“). The Company entered into the Consultancy Agreement on 9 February 2023, as disclosed in the Company’s press release on 9 February 2023. Pursuant to Chapter 16a, Section 7 of the Companies Act, material related party transactions must be approved by a general meeting. The board of directors hereby submits a proposal to approve the conclusion, and the entering into, of the Consultancy Agreement as well as a report pursuant to Chapter 16a, Section 7 of the Companies Act.
The Consultancy Agreement covers the purchase of consulting services related to the marketing of the Company’s products and technology in Asia, with a particular focus on China. The Consultancy Agreement stipulates that the Consulting Company will work to find new customers for the Company and use its local expertise to assist the Company and its subsidiaries in entering into legally binding agreements with new customers. In addition, the Consulting Company will work to find new strategic investors for the Company in the above-mentioned markets.
The Consultancy Agreement will run for an initial period of three (3) years and will be renewed thereafter for periods of 12 months, unless terminated by either party. The remuneration paid under the Consultancy Agreement is entirely commission based. In the event that the Consulting Company fails to assist the Company in signing new clients or in finding new investors, no compensation will be paid under the Consultancy Agreement. The Consulting Company may receive a maximum of SEK 2 million in compensation for new client agreements with the Company and its subsidiaries. For new investments in the Company of more than SEK 10 million, the Consulting Company may receive compensation of up to SEK 2 million for each investment.
The board considers that the terms of the Consulting Agreement are in line with market conditions and beneficial to the Company’s long-term development and continued growth in the Asian markets. The board therefore proposes that the general meeting approves the conclusion of the Consultancy Agreement
The resolution under this Item 8 is valid only if supported by shareholders representing more than half (1/2) of both the votes cast and the shares represented at the meeting, excluding shares held by Dave Wu or to him closely related persons.
Item 9 – Resolution on a directed share issue to Wiser Unicorn Limited
The board of director’s proposes that the extraordinary general meeting resolves on a directed issue of 4,615,384 shares, entailing an increase in the share capital by SEK 176,388.595134.
The resolution shall otherwise be subject to the following conditions:
- The right to subscribe for shares shall, with deviation from the shareholders’ preferential rights, be vested in Wiser Unicorn Limited (a company controlled by board member Dave Wu).
- The reason for the deviation from the shareholders’ preferential rights is thus to strengthen the Company’s financial and operational position with an investment from a strategic player that can offer the Company good cooperation and growth opportunities. Furthermore, the directed share issue will allow the Company to raise financing in a fast and efficient way, not least as the costs are significantly lower than in a conventional rights issue.
- The subscription price for each share is SEK 0.65. The subscription price has been determined after negotiations at arm’s length. The board of directors considers the subscription price to be in line with market conditions.
- Payment for the subscribed shares shall be made in cash or by set-off against a claim.
- Subscription shall be made on a separate subscription list within 14 days from the resolution on the directed share issue. Payment shall be made no later than fourteen banking days from the resolution on the directed share issue. The Board of Directors is entitled to resolve on an extension of the subscription and payment period.
- Any share premium shall be transferred to the unrestricted premium reserve.
- The board of directors, or the person appointed by the board of directors, is authorised to make such minor adjustments to the resolution and the terms and conditions as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
- The new shares shall carry the right to dividend for the first time on the record date for dividend that falls closest after the new issue has been registered with the Company and the shares have been entered in the share register at Euroclear Sweden AB.
This issue is subject to the provisions of Chapter 16 of the Companies Act, the so-called Leo Act. A valid resolution under this item 9 requires the support of shareholders holding at least nine-tenths of both the votes cast and the shares represented at the meeting.
Item 10 – Resolution to authorize the board of directors to make minor adjustments to the resolutions adopted by the general meeting.
The board of directors proposes that the general meeting authorises the board of directors, the chief executive officer or the person otherwise appointed by the board of directors to make such minor adjustments and clarifications to the resolutions adopted at the general meeting to the extent necessary for the registration of the resolutions.
OTHER INFORMATION
Shareholders’ right to receive information
Shareholders have the right under Chapter 7, Section 32 of the Companies Act to request information from the board of directors and the chief executive officer regarding circumstances that may affect the assessment of an item on the agenda or of the Company’s financial situation. The board of directors and the chief executive officer shall disclose such information if the board of directors considers that this can be done without material harm to the Company.
Processing of personal data
For information on how your personal data is processed in connection with the General Meeting, please refer to the privacy policy on the Euroclear AB website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
Proxy forms will be available on the Company’s website at least two weeks before the meeting. Other documents required by the Companies Act will be made available to shareholders at the Company no later than two weeks before the general meeting and will be sent free of charge to shareholders who request them and provide their postal or e-mail address. The notice and the documents will also be published on the Company’s website and presented at the general meeting.
Number of shares and votes
At the time of issuance of this notice, the total number of shares and votes in the Company is 89,912,251. The Company does not hold any treasury shares.
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Stockholm in February 2023
JonDeTech Sensors AB (publ)
Board of Directors
The following documents can be retrieved from beQuoted
2023-02-13 Notice-to-EGM.pdf
