Nanologica

For more detailed information on the content of the resolutions, please see the complete notice of the extraordinary general meeting that is available on the company’s website, www.nanologica.com.
 
Determination of the number of board members, election of a new board member and determination of remuneration
The general meeting resolved to expand the board of directors from five to six members and to elect Alexandra Blomberg Montgomery as a new member of the board of directors for the period until the end of the next annual general meeting. Furthermore, it was resolved that Alexandra Blomberg Montgomery shall receive remuneration on par with the other board members, adjusted to account for the fact that she assumes the position later in the year.
 
Resolution regarding approval of the board of directors’ resolution to issue units with preferential rights for existing shareholders
The general meeting resolved, in accordance with the proposal presented by the board of directors under item 7 on the agenda, to approve the board of directors’ resolution on 29 August 2024 to issue new units with preferential rights for existing shareholders.
 
The rights issue comprises a new issue of a maximum of 11,044,654 units. The rights issue entails an increase of the company's share capital by a maximum of SEK 5,522,327, of which a maximum of SEK 4,417,861.60 is attributable to an increase due to the issue of shares and a maximum of SEK 1,104,465.40 is attributable to an increase due to the issue of warrants.
 
Each unit consists of four (4) shares and one (1) warrant of series 2024/2025. This means that a maximum of 44,178,616 new shares and a maximum of 11,044,654 new warrants can be issued. Each unit is issued at a price of SEK 9.00 per unit, corresponding to a subscription price of SEK 2.25 per newly issued share. The warrants are issued free of charge. The right to subscribe for new units shall with preferential right be granted to those who are registered as shareholders in the company on the record date for the new share issue. One (1) existing share on the record date September 25, 2024 entitles to one (1) unit right. Four (4) unit rights entitle the holder to subscribe for one (1) unit. In addition, investors are offered the opportunity to register for subscription of units without the support of unit rights. The subscription period is expected to run between September 30 2024 to October 14, 2024.
 
Since the general meeting resolved in accordance with the board's proposal under item 7 on the agenda, it was noted that the alternative proposal under item 8 on the agenda would be withdrawn.
 
Resolution on reduction of the share capital
The general meeting resolved to reduce the company's share capital by a maximum of SEK 4,417,861.60 for allocation to non-restricted equity. The share capital shall be reduced by an amount in SEK corresponding to the amount by which the share capital increases through the resolved rights issue, but only to the extent that the share capital increase is attributable to newly issued shares. An increase in share capital that may occur due to newly issued warrants being exercised for subscription of shares shall not be taken into account. The reduction shall be carried out without the cancellation of shares.
 
Resolution on authorization for the board of directors
The general meeting further resolved to authorize the board of directors to, on one or more occasions during the period until the next annual general meeting, with deviation from the shareholders' preferential rights, resolve on a new issue of not more than 2,222,222 units consisting of 8,888,888 shares and 2,222,222 warrants. Each unit shall consist of four (4) shares and one (1) warrant issued free of charge. The board of directors shall be able to decide on an issue with a provision for contribution in kind, set-off or otherwise with conditions in accordance with the Swedish Companies Act.
 
An issue of units in accordance with the authorization shall be made at a price of SEK 9.00 per unit, corresponding to SEK 2.25 per share. The warrants shall be issued free of charge.
 
The reason why the board of directors shall be able to resolve on an issue with deviation from the shareholders' preferential rights is that the board of directors shall be able to accommodate a possible oversubscription in the rights issue and take advantage of the opportunity to provide the company with additional capital in a time and cost-effective manner and/or expand the circle of owners with one or more owners of strategic importance to the company.