At the Extraordinary General Meeting in K33 AB (publ) ("K33" or the "company"), Reg. No 556668-3933, held on 3 July 2025, the following resolutions were passed. All resolutions were in accordance with the submitted proposals, described in detail in the general meeting documents which are available at the company's website, k33.com/ir.
Resolution on (a) directed issue of shares to Middelborg Invest AS; and (b) directed issue of warrants of series 2026:1 to Middelborg Invest AS
It was resolved, in accordance with the Board of Directors' proposal, to issue no more than 150,000,000 shares to Middelborg Invest AS, with deviation from the shareholders' preferential rights, entailing an increase in the share capital of no more than SEK 547,308.577728. The subscription price per share shall amount to SEK 0.050.
It was further resolved, in accordance with the Board of Directors' proposal, to issue no more than 300,000,000 warrants of series 2026:1 to Middelborg Invest AS, with deviation from the shareholders' preferential rights, entitling to subscription of no more than 300,000,000 shares in the company, entailing an increase in the share capital of no more than SEK 1,094,617.155456. The warrants are issued free of charge and each (1) warrant entitles the holder to subscribe for one (1) new share in the company. The subscription price for new shares upon exercise of the warrants is SEK 0.050 per share.
Resolution on (a) directed issue of warrants of series 2026:2 to K33; and (b) approval of transfer of the warrants to Middelborg Invest AS
It was resolved, in accordance with the Board of Directors' proposal, to issue no more than 450,000,000 warrants of series 2026:2 to K33, with deviation from the shareholders' preferential rights, entitling to subscription of no more than 450,000,000 shares in the company, entailing an increase in the share capital of no more than SEK 1,641,925.733185. The warrants are issued free of charge and each (1) warrant entitles the holder to subscribe for one (1) new share in the company. The subscription price for new shares upon exercise of the warrants is SEK 0.050 per share.
It was further resolved, in accordance with the Board of Directors' proposal, to approve that K33 transfers up to 450,000 of the warrants of series 2026:2 to Middelborg Invest AS free of charge, in the event that conversion of the convertible loan results in Middelborg Invest AS being entitled to the warrants under the investment agreement.
Resolution on authorization for the Board of Directors to issue shares, warrants and/or convertible instruments
It was resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders' preferential rights. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to enable the company to issue financial instruments following conversions of outstanding convertible loans or following requests for issues in place of the convertible loans under the terms of investment agreements entered into, increase the company's financial flexibility and the Board's room for manoeuvre, in a time- and cost-effective manner be able to supply the company with new capital and/or new shareholders of strategic importance for the company, and enable the company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing financial instruments as payment in connection with agreements on acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders' preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, the issue may be done at a subscription price equal to the quota value of the share.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
For further information, please contact:
Torbjørn Bull Jenssen, CEO, K33 AB (publ)
E-mail: ir@k33.com
Web: k33.com/ir
About K33
K33 AB (publ), listed on Nasdaq First North Growth Market, is the new gold standard for investments in digital assets. K33 offers market-leading execution, actionable insights, and superior support to private and institutional partners across EMEA. Mangold Fondkommission serves as the Certified Adviser for K33 AB (publ).
