Shareholders of Morphic Technologies AB (publ) are hereby invited to attend an extraordinary general meeting of the company on Thursday July 10, 2008 to be held in the Stallet Conference Hall, Bofors Hotell, 691 80 Karlskoga, Sweden.
Entitlement to attend
To be entitled to participate in the meeting, shareholders must be registered in the transcript of the register of shareholders issued by VPC AB on July 4, 2008 and notify the company of their intention to attend by post to Morphic Technologies, Gammelbackavägen 6, 691 51 Karlskoga, Sweden, or by e-mail to [email protected]. The notification must state the shareholder’s name, personal/organization number, telephone number and the names of any assistants and must be received by the company no later than July 4, 2008.
A shareholder can be represented by an agent under a power of attorney. Shareholders whose shares are registered in the name of a nominee must temporarily have their shares reregistered in their own name. Such registration of voting rights must be completed by July 4, 2008. To ensure that the process is completed in time, shareholders should contact their nominees to request registration of their voting rights in good time before the meeting.
It is proposed that the shareholders transact the following business:
1. Open the meeting
2. Elect a chairman for the meeting
3. Draw up and approve the electoral register
4. Approve the agenda
5. Elect one or more persons to check the minutes of the meeting
6. Determine whether the meeting has been duly convened
7. Decide on a proposal authorizing the Board to decide on the issue of new shares with pre-emption rights for existing shareholders (“rights issue”)
8. Decide on a proposal authorizing the Board to decide on the issue of new shares paid by offset
9. Conclude the meeting
The Board’s proposal for authorizations to decide on the issue of new shares
Morphic Technologies AB (“Morphic”) has concluded an agreement to acquire 80 per cent of the shares of ScanWind AS. For the purpose, inter alia, of funding the acquisition of ScanWind AS and to enable continued aggressive wind power ventures, the Board of Directors proposes that the EGM authorize the Board to decide, during the period up to the next Annual General Meeting, on the issue of new shares with pre-emption rights for existing shareholders (“rights issue”), whereby holders of shares of series A will have the right to
subscribe for new A shares and holders of shares of series B will have the right to subscribe for new B shares. Shares may also be subscribed for using subsidiary pre-emption rights, in accordance with the company’s Articles of Association.
The rights issue will be underwritten through subscription commitments made by existing shareholders and through underwriting agreements. Under the agreements, the underwriting fees will be paid in cash or by offset in the form of new shares issued in lieu of cash payment. The Board therefore proposes that the EGM authorize the Board to decide, on one or several occasions prior to the next AGM, on the issue of new B shares without pre-emption rights for existing shareholders to be used in lieu of cash payment. The authorization may only be used for payment of underwriting fees. The number of new shares issued in lieu of cash payment under the authorization is dependent on how large a share of the rights issue will be underwritten and the number of underwriters that choose this alternative. Based on underwriting fees of 4.5 percent of the underwritten amount and assuming that the underwriters choose to receive their full fees in the form of shares, an amount of SEK 4.5 million would be paid for in the form of approximately 400,000 series B shares (based on the current market price of about SEK 11) for each one hundred million SEK of the underwritten amount. The shares offered in lieu of cash payment of underwriting fees will be issued in immediate connection with the rights issue. The price of the new shares paid by offset of underwriting fees will be based on the current share price at the time of paying the fees.
The number of shares in Morphic is 163,872,022, of which 5,984,000 are of series A and 157,888,022 of series B.
A complete version of the Board of Directors’ proposals for decisions will be available from the company (address and telephone as stated above) and on the company’s website, www.morphic.se, and sent to those shareholders requesting this.
Karlskoga, June 2008
MORPHIC TECHNOLOGIES AB (publ)
The Board of Directors