AcouSort

Right to participate
Shareholders that wish to participate in the EGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 1 April 2025 and shall have notified the Company of their intention to participate at the EGM no later than on 3 April 2025. Notice to participate shall be given in writing by e-mail to gunnar.telhammar@acousort.com or by post to AcouSort AB, att: Gunnar Telhammar, Medicon Village, 223 81 Lund. The notice shall contain the shareholder’s name, address, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register the shares in their own name in order to be entitled to participate in the EGM. Such registration, which may be temporary, must be effected no later than 3 April 2025 and shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the EGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the EGM. Power of attorney forms are available at the Company and on the Company’s website, www.acousort.com, and will be sent upon request to any shareholder who states their postal address.

Proposal of agenda
1. Opening of the meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the meeting has been duly convened
7. Resolution on amendment of the Articles of Association
8. Resolution on approval of the Board of Directors’ resolution on a new issue of shares with pre-emption rights for existing shareholders
9. Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles
10. Resolution on authorization to make minor adjustments
11. Closing of the meeting

Proposals

Resolution on amendment of the Articles of Association (item 7)
In order to enable the Board of Directors’ proposal under item 8 of the agenda, the limits of the share capital and number of shares in the Articles of Association need to be adjusted. In this regard, the Board of Directors has prepared three different proposals for amendments to the Articles of Association regarding the limits for the share capital and the number of shares.

The amendments to the Articles of Association in accordance with items 7 i), 7 ii) and 7 iii) depend on the number of shares subscribed and paid for in the rights issue described in item 8 below (the “Rights Issue”). As a result of the Rights Issue, the share capital may be increased by a maximum of SEK 853,379.20 by issuing a maximum of 8,533,792 shares. In the event that the Rights Issue is fully subscribed, the number of shares will increase from 14,934,140 to 23,467,932, and the share capital will increase from SEK 1,493,414.00 to SEK 2,346,793.20.

The Board of Directors, the CEO or the person appointed by the Board of Directors, is authorized to submit to the Swedish Companies Registration Office for registration the amendment to the Articles of Association that is adapted to the Rights Issue.

i) Proposal for a resolution to amend the Articles of Association (limits on share capital and number of shares)

The Board of Directors proposes that the EGM resolves to amend the Articles of Association as set out below.

The limits for the share capital in § 4 of the Articles of Association are proposed to be amended as follows:

Ҥ 4 Share capital
The share capital shall be no less than SEK 1,490,000 and no more than SEK 5,960,000.”
 
Furthermore, the limits for the number of shares in § 5 of the Articles of Association are proposed to be amended as follows:

Ҥ 5 Number of shares
The number of shares shall be not less than 14,900,000 and not more than 59,600,000.”

ii) Proposal for a resolution to amend the Articles of Association (limits on share capital and number of shares)

The Board of Directors proposes that the EGM resolves to amend the Articles of Association as set out below.

The limits for the share capital in § 4 of the Articles of Association are proposed to be amended as follows:

Ҥ 4 Share capital
The share capital shall be no less than SEK 2,100,000 and no more than SEK 8,400,000.”
 
Furthermore, the limits for the number of shares in § 5 of the Articles of Association are proposed to be amended as follows:

Ҥ 5 Number of shares
The number of shares shall be not less than 21,000,000 and not more than 84,000,000.”

iii) Proposal for a resolution to amend the Articles of Association (limits on share capital and number of shares)

The Board of Directors proposes that the EGM resolves to amend the Articles of Association as set out below.

The limits for the share capital in § 4 of the Articles of Association are proposed to be amended as follows:

Ҥ 4 Share capital
The share capital shall be no less than SEK 2,300,000 and no more than SEK 9,200,000.”
 
Furthermore, the limits for the number of shares in § 5 of the Articles of Association are proposed to be amended as follows:

Ҥ 5 Number of shares
The number of shares shall be not less than 23,000,000 and not more than 92,000,000.”

Resolution on approval of the Board of Directors’ resolution on a new issue of shares with pre-emption rights for existing shareholders (item 8)
The Board of Directors proposes that the EGM resolves to approve the Board of Directors’ resolution on a new issue of shares with pre-emption rights for the Company’s shareholders (the “Rights Issue”), in accordance with the following.

1. The share capital is increased with not more than SEK 853,379.20 through an issue of not more than 8,533,792 shares.

2. Possession of one (1) share on the record date on 11 April 2025, entitles the holder to one (1) subscription right. Seven (7) subscription rights entitle the holder to subscribe for four (4) shares.

3. The subscription price for each share shall amount to SEK 4.

4. The part of the subscription price for the shares that exceeds the quotient value of the share shall be added to the non-restricted share premium reserve.

5. The right to subscribe for shares shall accrue with pre-emptions rights to those who, as of the record date on 11 April 2025, own shares in the Company.

6. If all shares are not subscribed for with the support of pre-emption rights, the Board of Directors shall resolve on allotment, within the limits of the maximum amount set out in the Rights Issue. Allotment will be determined on the following grounds:

i) firstly, to those who have subscribed for shares with the support of subscription rights and who wish to subscribe for additional shares (regardless of whether they were shareholders on the record date or not), pro rata their subscription with the support of subscription rights, and, to the extent that this cannot be done, by drawing lots;

ii) secondly, to others who have registered an interest in subscribing for shares without the support of subscription rights (and who are not covered by point a) above), pro rata their notified interest, and, to the extent that this cannot be done, by drawing lots;

iii) thirdly, to persons who have provided underwriting undertakings regarding subscription of shares, pro rata their underwriting undertakings.

7. The subscription period shall take place from and including 15 April 2025 up to and including 5 May 2025.

8. Subscription by use of subscription rights shall be made through payment no later than on 5 May 2025. Subscription without use of subscription rights shall be made on a subscription list whereby payment shall be made no later than three banking days from when the notification regarding allotment was sent.

9. The Board of Directors shall be entitled to extend the subscription and payment periods. Such extension should be made no later than on the last day of the subscription period.

10. The new shares shall entitle to dividend on the first record date for dividend regarding shares which takes place after they have been registered in the Company’s share register.

11. The CEO, or the person he or she appoints, shall be authorised to make the minor adjustments in the resolution and the terms and conditions that may prove necessary in connection with registration and execution.

Resolution in accordance with item 8 is conditional upon the EGM resolving to amend the Articles of Association in accordance with item 7.

Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles (item 9)
The Board of Directors proposes that the EGM authorizes the Board of Directors to, on one or several occasions during the period up to the next Annual General Meeting, resolve on a new issue of shares, warrants or convertibles without pre-emption rights for the shareholders. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act.

The total number of shares that may be issued, or, in the event of an issue of warrants or convertibles, any additional shares after exercise of any warrant or conversion, pursuant to the authorization in this paragraph, shall be limited to 35 percent of the number of outstanding shares in the Company at the date of this notice.

The purpose of the authorization is to increase the Company’s financial flexibility and the Board’s room for action. If the Board of Directors uses the authorization, the reason shall be to broaden the shareholder base with institutional and/or strategic shareholders, to secure operating capital at the best possible terms or to pay agreed underwriting compensation to underwriters who have chosen to receive underwriting compensation in the form of shares in the Company.

Resolution on authorization to make minor adjustments (item 10)
The Company’s CEO, or a person appointed by the CEO, shall have the right to make any minor adjustments to the resolutions resolved at the AGM that may prove necessary for the registration and execution of the resolutions.

Majority requirements
Resolutions in accordance with item 7, 8 and 9 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the EGM.

Further information
As per the date of this notice, the total number of shares and votes in the Company are 14,934,140. The Company does not hold any of its own shares. 

Proxy form, the Board’s complete proposals as well as other relevant documents will be made available by the Company and at the Company’s website at least three weeks before the EGM. The documents will be sent to shareholders who request it and provide their postal address.

The shareholders are reminded of their right of information according to Chapter 7, Section 32 of the Swedish Companies Act.

The Company has its registered office in Lund.

Processing of personal data
For information on how your personal data is processed, see: 
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
 

Lund, March 2025
AcouSort AB (publ)
The Board of Directors