Notice of Extraordinary General Meeting 2025 in Acconeer AB (publ)

MARKN.

Acconeer AB (publ), org.nr 556872-7654, (the “Company”) will hold an extraordinary general meeting on 6 March 2025 at 13.00, at the Company's office at Västra Varvsgatan 19, 211 77 Malmö.

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

Notification etc.
Anyone wishing to participate at the meeting shall:

  1. Be listed as a shareholder in the share register maintained by Euroclear Sweden AB as of the record date, which is 26 February 2025, and
  2. Give notice of the intent to participate at the meeting no later than 28 February 2025. Registration is made by post to Acconeer AB, att: Jenny Olsson, Västra Varvsgatan 19, 211 77 Malmö, or by e-mail, info@acconeer.com.

The notification shall state full name, personal or corporate identity number, shareholding, address, daytime telephone number and, where applicable, details of deputies, representatives and assistants. The number of advisors may not exceed two (2). The notification should, where applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.

In order to be entitled to participate at the meeting, a shareholder whose shares are registered in the name of a nominee, through a bank or other nominee, must, in addition to giving notice of attendance at the meeting, register the shares in its own name with Euroclear Sweden AB so that the shareholder is entered in the share register as of 26 February 2025. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's routines in such time in advance as the nominee determines. Voting rights registrations made no later than the second business day after 26 February 2025 will be taken into account in the preparation of the share register.

Proxies
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated power of attorney signed by the shareholder to the meeting. The power of attorney may not be older than one (1) year, unless a longer period of validity (however, no longer than five (5) years) has been specified in the proxy. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorisation document for the legal entity. To facilitate registration, a copy of the power of attorney and other authorisation documents should be attached to the notification to attend the meeting. A template proxy form will be available on the Company's website, www.acconeer.com, and at the Company's head office and will be sent by post to shareholders who contact the Company and state their address.

Proposed agenda

  1. Opening of the meeting.
  2. Election of chairman of the meeting.
  3. Election of one or two persons who shall approve the minutes of the meeting.
  4. Preparation and approval of the voting list.
  5. Approval of the agenda.
  6. Determination of whether the meeting has been duly convened.
  7. Resolution regarding the Board's proposal for a resolution on a directed share issue.
  8. Resolution regarding the Board of Directors' proposal for a resolution on a share issue with preferential rights for the company's existing shareholders.
  9. Closing of the meeting.

Item 2 - Election of chairman of the meeting
The Board of Directors has proposed that Henric Stråth or, in his absence, the person designated by the Board of Directors, be elected chairman of the meeting.

Item 7 - Resolution regarding the Board's proposal for a directed share issue
The Board of Directors of Acconeer AB proposes that the extraordinary general meeting resolves on a directed share issue of a maximum of 5,482,456 shares, entailing an increase in the share capital of a maximum of SEK 274,122.8.

The decision shall otherwise be subject to the following conditions.

  1. The right to subscribe for the new shares shall only, with deviation from the shareholders' preferential rights, be granted to the existing and strategically important shareholder Alps Alpine Co., Ltd. with a total 5,482,456 number of shares. The reasons for the deviation from the shareholders' preferential rights and that the directed share issue is directed to an existing shareholder are as follows. Prior to the decision to propose the directed share issue, the Board of Directors has carefully investigated and considered alternative financing options, including raising capital solely through a rights issue. However, after an overall assessment and careful consideration, the Board of Directors considers that a share issue carried out with deviation from the shareholders' preferential rights in combination with a rights issue is a more favourable alternative for the Company and the Company's shareholders than an isolated rights issue and that it is objectively in the interest of both the Company and its shareholders to carry out the directed share issue. The Board of Directors has considered, inter alia, the following.
    1. Alps Alpine is an existing shareholder in the company and an important partner. The reason why the directed share issue is directed to an existing shareholder in the company is that it has expressed and shown a long-term interest in and commitment to the company, which, according to the Board of Directors, creates security and stability for both the company and its shareholders. Alps Alpine is a strategically important investor, and without Alps Alpine it would not have been possible for the company to secure the financing for the A2 project. At the same time, other shareholders are given the opportunity to subscribe for shares on the same terms through the rights issue.
    2. The Company is in an important phase and has a need for financing to secure its long-term operations. A more extensive and isolated rights issue would require significantly more time and resources to implement and also entail a higher risk of negative impact on the share price, especially in light of the current volatile and challenging market conditions. From a shareholder perspective, an isolated rights issue thus entails a risk of a negative effect on the share price compared to a directed share issue in combination with a rights issue.
In light of the above, the Board of Directors' overall assessment is that the reasons for carrying out a directed share issue in combination with a rights issue outweigh the reasons for carrying out a more extensive isolated rights issue, and that the directed share issue to Alps Alpine is therefore in the interest of both the company and all its shareholders.
  1. Prior to the decision on the directed share issue, the Board of Directors has emphasised that the subscription price shall be on market terms in relation to the current share price. The subscription price has, after arm's length negotiations between the company and Alps Alpine, been set at SEK 4.56 per share, which corresponds to the closing price of the company's share on 13 February 2025. In light of this, the Board of Directors makes the assessment that the subscription price is on market terms and reflects the demand for the company's shares. The share premium shall be added to the unrestricted share premium reserve.
  2. Subscription of the newly issued shares shall be made on a separate subscription list no later than 31 March 2025. Oversubscription is not possible. Payment for the subscribed shares shall be made no later than 31 March 2025. The Board of Directors has the right to extend the subscription period and the time for payment.
  3. The new shares shall entitle to dividends as of the record date for the dividend decided immediately after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

The Board of Directors also proposes that the Board of Directors, or the person appointed by the Board of Directors, shall be entitled to make the minor changes to the resolution of the extraordinary general meeting that may be required in connection with registration with the Swedish Companies Registration Office, Euroclear Sweden AB or for other administrative reasons.

A resolution in accordance with this proposal shall only be valid where supported by not less than two-thirds of both votes cast and the shares represented at the extraordinary general meeting.

Item 8 - Resolution regarding the Board of Directors' proposal for a share issue with preferential rights for existing shareholders
The Board of Directors of Acconeer AB proposes that the extraordinary general meeting resolves on a rights issue of a maximum of 5,484,249 shares, entailing an increase in the share capital of a maximum of SEK 274,212.45.

The decision shall otherwise be subject to the following conditions.

  1. The right to subscribe for the new shares shall be granted with preferential rights to the shareholders in proportion to the number of shares they already own, whereby 1 existing share shall entitle to 3 subscription rights and 34 subscription rights shall entitle to subscription of 1 new share.
  2. The record date for determining which shareholders are entitled to subscribe for new shares with preferential rights (i.e. to receive subscription rights) shall be 14 March 2025.
  3. The subscription price shall be SEK 4.56 per share. The share premium shall be added to the unrestricted share premium reserve.
  4. Subscription of shares with preferential rights (i.e. with subscription rights) shall be made by simultaneous cash payment during the period from 18 March 2025 up to and including 1 April 2025. The Board of Directors has the right to extend the subscription and payment period
  5. Subscription of shares without preferential rights (i.e. without subscription rights) shall be made on a special subscription list during the period from 18 March 2025 up to and including 1 April 2025, or, with respect to subscription by any underwriters in accordance with item 6 below, no later than three (3) banking days thereafter. Payment for shares subscribed for without preferential rights (i.e. without subscription rights) shall be made in cash in accordance with the instructions on the contract note, however, no later than three (3) banking days from the dispatch of the contract note. The Board of Directors is entitled to extend the subscription and payment period.
  6. In the event that all shares are not subscribed for with subscription rights, the Board of Directors shall, within the limit of the maximum amount of the rights issue, decide on the allotment of shares subscribed for without subscription rights, whereby allotment shall be made as follows.
    1. Firstly, allotment shall be made to those who have subscribed for shares with subscription rights (regardless of whether they were shareholders on the record date or not) and who have expressed an interest in subscribing for shares without subscription rights and, in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each of those who have expressed an interest in subscribing for shares without subscription rights have exercised for subscription of shares.
    2. Secondly, allotment shall be made to others who have subscribed for shares in the rights issue without subscription rights and, in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of shares for which the subscriber has applied for subscription.
    3. Thirdly, allotment shall be made to those who have provided guarantee commitments regarding subscription of shares, in proportion to such guarantee commitments. If allotment at any stage according to the above cannot be made pro rata, allotment shall be made by drawing lots.
  7. The new shares entitle to dividends for the first time on the record date for dividends that occurs immediately after the new shares are entered in the share register maintained by Euroclear Sweden AB.

The Board of Directors also proposes that the Board of Directors, or the person appointed by the Board of Directors, shall be entitled to make the minor changes to the resolution of the extraordinary general meeting that may be required in connection with registration with the Swedish Companies Registration Office, Euroclear Sweden AB or for other administrative reasons.

Documentation
The complete proposals for resolutions and other documents to be provided prior to the extraordinary general meeting in accordance with the Swedish Companies Act will be made available at the Company and on the Company's website, www.acconeer.com, at least two weeks prior to the date of the extraordinary general meeting and will be sent free of charge to shareholders who so request and provide their postal address. In other respects, the board of directors' complete proposals for resolutions are set out in the notice.

Information at the extraordinary general meeting
The Board of Directors and the managing director shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information on circumstances that may affect the assessment of an item on the agenda.

Shareholders who wish to submit questions in advance may do so by mail to Jenny Olsson with the address Acconeer AB, Att: “Extraordinary General Meeting”, Västra Varvsgatan 19, 211 77 Malmö or by e-mail to info@acconeer.com. Submitted questions should include the shareholder's name including the shareholder's personal or organisation number. It is also recommended that submitted questions include the shareholder's postal address, e-mail address and telephone number.

Number of shares and votes in the Company
The total number of shares and votes in the Company as of the date of this notice amounts to 62,154,827.

Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on the Euroclear website
https://www.euroclear.com/dam/ESw/Legal/ES_PUA_Privacy_notice_bolagsstammor.pdf.

____________

Malmö in February 2025
Acconeer AB
The Board of Directors

Datum 2025-02-14, kl 17:15
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