Shareholders of Morphic Technologies AB (publ) are hereby summoned to the Extraordinary General Meeting on Thursday, 1 February, 2007, Rm. J1, Göteborg Convention Centre (Hotel Gothia Towers), Entrances 4 and 5, Mässans gata 20, SE-412 51 Gothenburg
Shareholders who wish to participate in the Extraordinary General Meeting shall have their names entered in the Register of Shareholders maintained by VPC AB (the Swedish Securities Register Center) on Friday, 26 January 2007; and they shall notify the company of their intention to participate by no later than Friday, 26 January 2007. The notification can be made in writing to: Morphic Technologies AB, Box 5243, 402 24 Gothenburg, or by email at [email protected], or on the company’s website, www.morphic.se/extrastamma. When giving notice of participation, the shareholder should state name, personal identification number/company registration number and registered shareholdings.
Shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name in order to be entitled to participate in the Meeting. Shareholders wishing to re-register must inform the nominee well in advance of 26 January 2007.
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the Agenda.
5. Election of one or two persons to check and verify the minutes.
6. Determination of whether the Meeting has been duly convened.
7. The Board’s proposal for decision regarding new share issue with preferential rights.
8. The Board’s proposal for decision regarding new share issue without preferential rights.
9. Closure of the Meeting.
Proposal for Decision
* The Board’s proposal for a decision regarding the new issuance with preferential rights (item 7): The Board proposes for the Meeting to make a decision to increase the Company’s share capital by a maximum of SEK 449 981,80 through a new issue of not more than 840,000 class A shares as well as not more than 11,249,545 class B shares. Ten (10) option rights entitle the holder of preferential rights to subscribe to (1) one new share in the company. Shareholders of class A shares are entitled to subscribe to either class A shares or class B shares. Shareholders of class B shares are entitled to subscribe to class B shares. The issue price shall equal SEK 10 per share. The record date for participation in the preferential rights issue will be 9 February 2007. Subscription by exercising preferential rights supported by subscription rights shall be made via cash during 19 February – 9 March 2007. The Board reserves the right to extend the subscription period. The Board shall decide on the allocation of shares to others who have subscribed for shares without the support of preferential rights, whereupon allocation of shares shall first and foremost be allocated amongst those shareholders who were shareholders in the Company on the record day.
Payment for shares subscribed without preferential rights shall be made at the latest on the fifth banking day to an investment company appointed by the Company, after notification of allocations have been sent to the subscriber. The new shares shall entail an entitlement to dividends from and including the current financial year.
* The Board’s proposal for a decision regarding an issuance without preferential rights (item 8): The Board proposes that the Meeting resolve to increase the company’s share capital by a maximum of SEK 120,000 through a new issuance of not more than 3,000,000 class B shares at a rate of SEK 11 per share. The new issuance shall bypass the preferential rights of Company shareholders and be directed to larger private and institutional investors. The rationale for the deviation from shareholder’s preferential rights is that the Board considers this action to be to the benefit of the company and thereby the shareholders, and that the Company’s financial strength will be increased by expanding the Company’s ownership base. In the event of oversubscription, dividends shall be determined by the Board. Subscription may take place between 19 February and 9 March 2007. The Board shall be empowered to extend the subscription period.
Payment for shares subscribed without preferential rights shall be made at the latest on the fifth banking day after notification of allocations have been received by the subscriber. The new shares shall entail an entitlement to dividends from and including the current financial year (1 May 2006 – 30 April 2007).
The complete resolution of the Board of the Directors in accordance with items 7-8, will be available from the company (please refer to the address and telephone number above) and on the company website www.morphic.se/extrastamma. These documents will be sent to shareholders by request.
Karlskoga, 17 January 2007
MORPHIC TECHNOLOGIES AB (publ)
The Board of Directors