14 July, 2025
Notice of Extraordinary General Meeting in Eurobattery Minerals AB (publ)
Stockholm, 14 July 2025 – The shareholders of Eurobattery Minerals AB (publ), 556785-4236, are hereby invited to an Extraordinary General Meeting to be held on 14 August 2025 at 10:00 at the premises of Foyen Advokatfirma at Södergatan 22, 211 34 in Malmö.
Eligibility and registration
Shareholders who wish to participate in the General Meeting shall
- be entered in the share register maintained by Euroclear Sweden AB on 6 August 2025, and
- notify the company no later than on 8 August 2025 by post to Eurobattery Minerals AB, Strandvägen 7A, SE-114 56 Stockholm or by e-mail to ir@eurobatteryminerals.com. The notification should include the full name, personal or organizational number, shareholding, address, daytime telephone number, and, where applicable, information about proxies or assistants (maximum 2). The notification should be accompanied, where applicable, by powers of attorney, registration certificates, and other authorization documents.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, have their shares registered in their own name through their nominee, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date 6 August 2025. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee's routines, request that the nominee make such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than 8 August 2025 will be taken into account in the preparation of the share register.
Proxy etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated authorization signed by the shareholder to the meeting. The authorization may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the authorization. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorization document for the legal entity. To facilitate registration, a copy of the power of attorney and other authorization documents should be attached to the notification to attend the meeting. Proxy forms are available on the company's website www.eurobatteryminerals.com and will be sent by post to shareholders who contact the company and state their address.
Number of shares and votes
The total number of outstanding shares and votes in the company at the time of this invitation amounts to 436,306,174. The company does not hold any shares.
Proposal for the agenda
- Opening of the meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- The Board’s proposal for amending the articles of association
- Resolution on a rights issue of shares
- The meeting is closed
Proposed decision in brief:
The Board’s proposal for amending the articles of association (item 7)
The Board of Directors proposes that the Extraordinary General Meeting resolves that the Articles of Association be amended in accordance with below.
Current wording | Proposed wording |
4. Share Capital The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. 5. Number of shares The number of shares shall be not less than 365,300,000 and not more than 1,461,200,000. |
4. Share Capital The share capital shall be not less than SEK 670,465.205473 and not more than SEK 2,681,860.821892. 5. Number of shares The number of shares shall be not less than 490,000,000 and not more than 1,960,000,000. |
A valid resolution requires that it has been supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extra General Meeting. The decision is conditioned by the Extra General Meetings approval of the Board's proposal for a resolution on a rights issue.
The Board of Directors or the person appointed by the Board of Directors is authorized to decide on minor corrections required for registration with the Swedish Companies Registration Office.
Resolution on a rights issue of shares (item 8)
That through a preferential rights issue increase the share capital with at the most 1,790,988.42 SEK through a new share issue of at the most 1,308,918,522 shares to a subscription price of 0.06 SEK per share.
For the issue, the following terms shall otherwise apply:
- The issue shall take place with preference for the shareholders of the company. For each existing share, one (1) unit right is obtained. One (1) such unit right entitles to subscription of one (1) unit. One unit consists of three (3) shares.
- The record date of the share register kept by Euroclear Sweden AB for determining which shareholders are entitled to participate in the issue with preferential rights shall be the 21 August 2025. The public may also subscribe in the issue.
- For each subscribed unit 0.18 SEK shall be paid in cash (0.06 SEK per share). Amounts in excess of the quota value shall be added to the free share premium reserve.
- The subscription of shares shall take place during the period from 25 August 2025 until 8 September 2025. Subscription pursuant to preferential rights shall take place through simultaneous cash payment. Subscription not pursuant to preferential rights shall take place on a separate subscription list and payment shall be made no later than the second banking day after the notification of allotment has been sent to the subscriber in the form of a settlement note. The Board shall have the right to prolong the period of subscription and payment.
- In the event not all units are subscribed for pursuant to preferential rights as set out above, the Board shall, within the maximum amount of the issue, decide on allotment of units to others who subscribed for units not pursuant to preferential rights and decide how distribution among subscribers shall take place.
Firstly, the allotment of new units subscribed not pursuant to unit rights shall be made to subscribers who have also subscribed for new units pursuant to unit rights, irrespective of whether or not the subscriber was a shareholder on the record date, and in the event that allotment to them may not take place in full, allotment shall be made pro rata in relation to the number of unit rights used to subscribe for new units and, where this is not possible, through a drawing of lots.
Secondly, the allotment of new units subscribed not pursuant to unit rights shall be made to others who subscribed not pursuant to unit rights, and in the event that allotment to them may not take place in full, allotment shall be made pro rata in relation to the number of new units each of them subscribed and, where this is not possible, through a drawing of lots.
Thirdly, new units subscribed for without unit rights shall be allocated to potential underwriters in proportion to the size of the underwriting commitments, and to the extent that this cannot be done, by drawing lots.
- The new shares shall entitle the holder to dividends for the first time at the record date for dividends that occurs closest after the day that the new shares are registered at the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.
- The decision requires that the general meeting decides on amending the articles of association.
- The Board or whomever the Board appoints is authorized to decide on smaller corrections that are needed for registration at the Swedish Companies Registration Office and Euroclear Sweden AB.
Personal data
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of attendance at the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.
Other
The required documents, complete proposals for resolutions and proxy forms will be available at the company's office at Strandvägen 7a, 114 56 Stockholm, Sweden, and on the company's website www.eurobatteryminerals.com no later than two weeks prior to the general meeting and will be sent to shareholders who so request and state their postal address.
Shareholders have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
Previous press release
The board of directors of Eurobattery Minerals proposes a rights issue of units of approximately SEK 78.5 million, partially to finance the majority stake investment in the San Juan Wolfram mine
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Press contact
For questions regarding news and media, please email us at press@eurobatteryminerals.com