Notice to attend the Extraordinary General Meeting of Minesto AB
GOTHENBURG, Sweden, Oct. 21, 2026 /PRNewswire/ -- The shareholders of Minesto AB (publ), reg. no. 556719-4914 ("Minesto" or the "Company"), are hereby given notice to attend the Extraordinary General Meeting to be held on Monday, 23 November 2026 at 1.00 p.m. (CET) at MAQS Advokatbyrå's premises on Masthamnsgatan 13 in Gothenburg, Sweden.
Exercising voting rights at the general meeting
Any shareholder wishing to participate in the Extraordinary General Meeting must:
i. be entered in the share register kept by Euroclear Nordics AB as per Friday, 13 November 2026; and
ii. have registered their intention to participate in the Extraordinary General Meeting to the Company in accordance with the instructions under the heading "Notification of participation in person or by proxy", in such time that the notification is received by the Company no later than Tuesday, 17 November 2026.
Nominee registered shares
To be entitled to participate in the Extraordinary General Meeting, a shareholder whose shares are registered in the name of a nominee, must in order to be entitled to exercise its voting rights give notice about its intention to participate in the general meeting and temporarily register the shares in its own name in the share register at Euroclear Nordics AB. Such registration must be effected no later than on Tuesday, 17 November 2026 and, thus, the shareholder should provide notice to the nominee thereof in due time before that day. Voting rights registrations requested by a shareholder in such time that the voting rights registration has been effected by the nominee no later than on Tuesday, 17 November 2026, will be considered at the presentation of the share register.
Notification of participation in person or by proxy
Shareholders wishing to attend the Extraordinary General Meeting in person or by proxy shall notify the Company no later than Tuesday, 17 November 2026, either:
i. by post to Minesto AB (publ), J A Wettergrens Gata 14, 421 30 Västra Frölunda, Sweden (mark the envelope "EGM 2026"); or
ii. by e-mail to ir@minesto.com.
The notification shall include name or company name, personal identification number or corporate registration number, address, telephone number as well as, where applicable, the number of assistants (maximum two).
Anyone who does not wish to attend in person may exercise their right at the Extraordinary General Meeting by proxy with a written, signed and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of the registration certificate or equivalent document of authorisation for the legal entity must be attached.
To facilitate access to the Extraordinary General Meeting, powers of attorney, registration certificates and other authorisation documents should be received by the Company at the address Minesto AB, J A Wettergrens Gata 14, 421 30 Västra Frölunda, Sweden (mark the envelope "EGM 2026") well in advance of the Extraordinary General Meeting and preferably no later than Tuesday, 17 November 2026.
Please note that the notification of participation at the Extraordinary General Meeting shall take place even if a shareholder wishes to exercise its voting rights at the Extraordinary General Meeting by proxy. Submission of power of attorney does not constitute a valid notification to the Extraordinary General Meeting.
A power of attorney form will be available on the Company's website, www.minesto.com.
Items at the Extraordinary General Meeting
Proposed agenda:
1. Opening of the general meeting
2. Election of chairperson of the general meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the Extraordinary General Meeting has been duly convened
7. Resolution regarding amendment of the Articles of Association (share capital and number of shares)
8. Resolution regarding authorisation for the Board of Directors to resolve on new issues
9. Resolution regarding adjustment authorisation
10. Closing of the general meeting
Proposed resolutions by the Board of Directors
2. Election of chairperson of the general meeting
The Board of Directors proposes that Eric Ehrencrona at MAQS Advokatbyrå or, in the event of an impediment, the person appointed by the Board of Directors instead be elected as the chair of the Extraordinary General Meeting.
7. Resolution regarding amendment of the Articles of Association (share capital and number of shares)
The Board of Directors proposes that the general meeting resolve to adopt new Articles of Association, whereby the range for the share capital and the number of shares are amended in accordance with the following.
The amendments are proposed in order to enable the new issues of shares and/or warrants described under item 8 of the agenda.
Current wording | Proposed wording |
§ 4 Share capital The share capital shall be not less than SEK 4,000,000 and not more than SEK 16,000,000. | § 4 Share capital The share capital shall be not less than SEK 160,472,190 and not more than SEK 641,888,760. |
§ 5 Number of shares The number of shares shall be not less than 80,000,000 and not more than 320,000,000.
| § 5 Number of shares The number of shares shall be not less than 3,209,443,802 and not more than 12,837,775,208. |
It is noted that the above range adjustments for the share capital and the number of shares assume that the Rights Issue (as defined below) is fully subscribed for at the lowest possible subscription price and that the Underwriting Fee (as defined below) is paid by way of issuance of shares and warrants. In order to achieve appropriate ranges for the share capital and the number of shares in the Articles of Association, the Board of Directors shall be authorised to make such adjustments to the above ranges as may be necessary in order to be able to register the Articles of Association with the Swedish Companies Registration Office. This means that the minimum share capital and number of shares of the Company under the new Articles of Association shall correspond to the share capital and number of shares of the Company following completion of the Rights Issue and payment of the Underwriting Fee.
The resolution is conditional upon the general meeting resolving in accordance with the Board of Directors' proposal under item 8 of the agenda and upon the resolution being registered with the Swedish Companies Registration Office.
8.A-B Resolution regarding authorisation for the Board of Directors to resolve on new issues
In order to enable the Company to carry out new issues in accordance with the press release published by the Company on 21 October 2026, the Board of Directors proposes that the general meeting resolve to authorise the Board of Directors to resolve on issue of shares and/or warrants in accordance with the proposals below.
8.A Resolution regarding authorisation for the Board of Directors to resolve on issues of shares with preferential rights for the existing shareholders
On 21 October 2026, the Company announced its intention to carry out a rights issue of shares amounting to total issue proceeds of approximately SEK 130 million (the "Rights Issue"). The Board of Directors proposes that the general meeting resolve to authorise the Board of Directors to, on one or several occasions during the time until the next Annual General Meeting, resolve on issue of new shares with preferential rights for the Company's existing shareholders. The Company's share capital and the number of shares may, by virtue of the authorisation, be increased by an amount and a number, respectively, within the limits of the Articles of Association adopted by the general meeting. Issues shall be able to be made for payment in cash and/or by way of set-off, or otherwise be subject to conditions.
The number of shares that may be issued under the authorisation shall amount to not more than the number of shares corresponding to issue proceeds of SEK 130 million, at a subscription price in the Rights Issue set at a discount amounting to approximately 30 percent to TERP (theoretical ex-rights price) on the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the ten (10) trading days immediately preceding the Board of Directors' resolution on the Rights Issue, provided that the subscription price shall in no event be lower than the quota value of the share.
The purpose of the authorisation is to enable the Rights Issue.
8.B Resolution regarding authorisation for the Board of Directors to resolve on issues of shares and/or warrants
In order to enable the issue of shares and/or warrants as underwriting fees to those who have entered into underwriting commitments (the "Underwriters" and the "Underwriting Fee") to secure the Rights Issue, the Board of Directors proposes that the general meeting resolve to authorise the Board of Directors to, during the time until the next Annual General Meeting, on one or several occasions, with deviation from the shareholders' preferential rights and for payment in cash and/or by way of set-off, or otherwise subject to conditions, resolve on issues of shares and/or warrants to the Underwriters. Upon utilisation of the authorisation, the subscription price for shares shall be the same as in the Rights Issue. Warrants shall be able to be issued free of charge.
The purpose of the authorisation and the reasons for the deviation from the shareholders' preferential rights are to enable the issue of shares and/or warrants to the Underwriters. The number of shares and/or warrants that may be issued under the authorisation shall in total not exceed the total number of shares and/or warrants corresponding to the agreed Underwriting Fee that the Company is to pay to the Underwriters.
If the Board of Directors considers it appropriate in order to enable the delivery of shares in connection with the Rights Issue or the Underwriting Fee, this may be done at a subscription price corresponding to the quota value of the shares.
A resolution in accordance with item 8.A-B above requires the approval of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.
A resolution under item 8.A-B above is conditional upon the general meeting resolving in accordance with the Board of Directors' proposal under item 7 of the agenda and upon the resolution being registered with the Swedish Companies Registration Office.
9. Resolution regarding adjustment authorisation
The Board of Directors, the CEO, or the person appointed by the Board of Directors shall be authorised to make such minor amendments and clarifications of the resolution by the Extraordinary General Meeting that may prove necessary in connection with registration of the resolutions.
Other
Power of attorney forms and complete proposals for resolutions with adhering documents will be made available no later than two weeks prior to the Extraordinary General Meeting. The notice and documents as above will be made available at the Company on J A Wettergrens Gata 14 in Västra Frölunda, Sweden, and on the Company's website, www.minesto.com, and will be sent to shareholders who request it and provide their e-mail or postal address. The Extraordinary General Meeting's shareholder's register is available at the Company's office at the above address.
The shareholders are reminded of the right to, at the Extraordinary General Meeting, request information from the Board of Directors and the CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
Personal data obtained from the share register maintained by Euroclear Nordics AB, notification of and attendance at the meeting and information about proxies, representatives and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council). For full information on how personal data is processed, please refer to the privacy policy available on Euroclear's website, www.euroclear.com/Integritetspolicy-bolagsstammor-svenska.pdf.
Gothenburg in October 2026
Minesto AB (publ)
The Board of Directors
THE ENGLISH TEXT IS AN UNCERTIFIED TRANSLATION OF THE SWEDISH VERSION AND IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE ENGLISH TEXT AND THE SWEDISH TEXT, THE SWEDISH TEXT SHALL PREVAIL.
CONTACT:
Contact
Cecilia Sernhage, Chief Communications Officer
+46 735 23 71 58
ir@minesto.com
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https://mb.cision.com/Main/14621/4413544/4331486.pdf | Notice to attend the Extraordinary General Meeting of Minesto AB |
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