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.
 
Resolution regarding approval of the board of directors’ resolution to issue shares with preferential rights for existing shareholders
The general meeting resolved to approve the board of directors’ resolution on an issue of new shares with pre-emptive rights for existing shareholders which was resolved by the board of directors on 30 January 2024, subject to subject to approval by the general meeting.
 
The rights issue comprises an issue of not more than 8,032,476 shares which entails an increase of the company’s share capital with not more than SEK 3,293,538.358523. The new shares are issued at a subscription price of SEK 6.75 per share. The right to subscribe for new shares shall belong to those who on the record date for the new issue are registered as shareholders in the company. The record date for participation in the new issue is 26 February 2024. One (1) existing share entitles to one (1) subscription right, and nine (9) subscriptions rights entitle to subscription of two (2) new shares.
 
Resolution on reduction of the share capital
The extraordinary general meeting also resolved to reduce the company's share capital by not more than SEK 3,293,538.358523 for allocation to non-restricted equity. The share capital shall be reduced by an amount in SEK corresponding to the amount with which the share capital increases through the rights issue. The reduction shall be made without cancellation of shares.
 
Resolution on authorization for the board of directors
The extraordinary general meeting further resolved to authorize the board of directors for the period up to the next annual meeting of shareholders to resolve, whether on one or several occasions, to issue not more than 1,481,481 shares, corresponding to an increase of the share capital of not more than SEK 607,448.38 (calculated without regard to the resolution on reduction of the share capital referred to above). The board of directors shall be authorised to adopt decisions on an issue of shares with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in the Swedish Companies Act.
 
The new shares shall be issued at a subscription price of SEK 6.75 per share, corresponding to the subscription price in the rights issue. The share premium shall be transferred to the unrestricted premium reserve. The reason to propose that the board of directors shall be authorised to resolve on an issue with deviation from the shareholders’ pre-emption rights is that the board of directors shall be able to accommodate a potential 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 shareholder base with one or more shareholders of strategic importance to the company.