Right to attend
A shareholder who is registered in the share register maintained by Euroclear Sweden AB as at Thursday 9 April 2009 and who is registered with the company as attending the meeting no later than on Tuesday 14 April 2009 at noon, has the right to attend the meeting.
Shareholders whose shares are registered with a nominee must temporarily re-register the shares in their own names with Euroclear to be entitled to attend the meeting. Such registration must be duly effected no later than on Thursday 9 April 2009, and the shareholders must therefore advise their nominees well in advance of this date.
Registration
The application for registration can be made in writing to Tigran Technologies AB (publ), Medeon Science Park, SE-205 12 Malmö, Sweden, by telephone +46 40 - 650 16 65, by fax +46 40 - 650 16 66, or by e-mail p.williamson@tigran.se. Information on the shareholder's name, personal identity number/registration number, shareholding, telephone number daytime and, if applicable, the number of counsels (maximum two) who will attend the meeting shall be given at the time of the application. Shareholders represented by a proxy should submit a power of attorney and a certificate of registration or equivalent together with the application. Questions in relation to the meeting are answered by the managing director Björn Sellert, telephone +46 768 - 60 77 10 or e-mail b.sellert@tigran.se.
Proposed agenda
1. Opening
2. Appointment of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of persons to approve the minutes
6. Determination that the meeting has been duly convened
7. The board's proposal on amendments of the articles of association
8. The board's proposal on resolution of a new issue with pre-emptive rights for the shareholders
9. The board's proposal on authorisation for the board to resolve on new issue with or without pre-emptive rights for the shareholders
10. Closing
The board's proposal on amendments of the articles of association (item 7)
The board proposes that a new class of shares (preference shares) shall be introduced by amending § 5 in the articles of association and by introducing a new § 6. The board further proposes the introduction of a conversion clause in § 14;
The board's proposal entails that § 5 will have the following principal meaning;
The number of shares shall be no less than 120,000,000 and no more than 480,000,000.
The company may issue shares of two classes, common shares and preference shares. Each common share and preference share shall carry one vote. Shares of either class may be issued up to an amount corresponding to the entire share capital
Each preference share shall entail preferential right to dividend over the common shares with a total amount of SEK 0.30 with an addition of 15 per cent calculated as from 1 February 2010. Dividends after deduction of the dividend pertaining to the preference shares in accordance with the above shall be equally distributed among all shares of the company, regardless of share class.
In the event of a liquidation or dissolution of the company, each preference share shall entail preferential right to dividend over the common shares with a total amount of SEK 0.30 with an addition of 15 per cent calculated as from 1 February 2010, with deduction of the dividend that previously has been paid on the preference shares. If the amount available for the holders of the preference shares is insufficient to cover their right to preferential distribution, the amount available shall be allocated between the holders of preference shares in proportion to the number of preference shares held. Distribution of liquidation proceeds after deduction of the liquidation proceeds pertaining to the preference shares in accordance with the above shall be equally distributed among all shares of the company, regardless of share class.
The board's proposal entails that § 6 will have the following principal meaning;
In the event of new issues of common shares and preference shares where payment is not to be made in kind, owners of common shares and preference shares shall have pre-emptive right to subscribe for new shares of the same class pro rata to the number of shares previously held by them (primary pre-emptive right). Shares not subscribed for with primary pre-emptive right shall be offered to all shareholders (subsidiary pre-emptive right). If the shares thus offered are not sufficient for the subscription pursuant to the subsidiary pre-emptive right, the shares shall be allocated between the subscribers pro rata to the number of shares previously held by them and, to the extent such allocation cannot be effected, by the drawing of lots.
In the event of new issues of only common shares or preference shares, respectively, where payment is not to be made in kind, all shareholders shall, irrespective of whether their shares are common shares or preference shares, have pre-emptive rights to subscribe for new shares pro rata to the number of shares previously held by them.
In the event of issues of warrants or convertible debentures where payment is not to be made in kind, owners of common shares and preference shares shall have pre-emptive rights, in accordance with the first and second paragraph above.
The above shall not limit the right to resolve on new issues with deviation from the shareholders' pre-emptive rights.
In the event of an increase of the share capital through a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class previously issued. In connection herewith, the holders of old shares of a certain class shall have pre-emptive rights to new shares of the same class in proportion to their share of the share capital. This shall not limit the possibility of issuing new shares of a new class by means of a bonus issue, following the required amendment to the articles of association.
The board's proposal entails that § 14 will have the following principal meaning;
Preference shares shall upon request of holder of such shares be converted into common shares, whereby each preference share shall be converted to one (1) common share. Such request shall be made in writing to the company, whereby the number of shares to which the request refers shall be stated. The conversion shall thereafter without delay be reported to the Swedish Companies Registration Office for registration and will be effected as soon as the registration is completed and it has been noted in the central securities depository register.
The board's proposal on resolution of a new issue with pre-emptive rights for the shareholders (item 8)
The board proposes that the shareholders' meeting resolves on a new issue of preference shares and warrants ("Units). The company's shareholders shall be entitled to subscribe for Units with pre-emptive right, whereby four existing shares entitle to one unit-right. One unit-right entitles to subscription for one Unit, which consists of three preference shares in the company and three warrants of series 2009/2010.
The subscription price is SEK 0.60 per Unit. The warrants of series 2009/2010 are issued without consideration. Each warrant of series 2009/2010 entitles to subscription for one new preference share in the company during the period as from 15 January 2010 and up and until 31 January 2010, at a subscription price of SEK 0.30 per preference share. The record date for the right to participate in the new issue is 24 April 2009. Subscription for Units shall be made during the period as from 24 April 2009 and up and until 13 May 2009.
The board's proposal implies that the company's share capital is increased with not more than SEK 4,926,921.15 by the issuance of not more than 98,538,423 preference shares. Furthermore, the board's proposal implies that not more than 98,538,423 warrants of series 2009/2010 are issued, entitling to subscription of not more than 98,538,423 preference shares in the company. The company's share capital may be increased by an additional not more than SEK 4,926,921.15 through the exercise of warrants of series 2009/2010.
Units which are not subscribed for with pre-emptive rights or by others who have declared an interest, shall be allocated to the issue guarantors who have guaranteed the new issue.
The board's proposal on authorisation for the board to resolve on new issue with or without pre-emptive rights for the shareholders (item 9)
The board proposes that the shareholders' meeting resolves to authorise the board for the period up to the next annual shareholders' meeting to adopt decisions, whether on one or several occasions and whether with or without pre-emptive rights for the shareholders, to issue new common shares, preference shares and/or warrants. Such an issue resolution may include provision on payment in kind, by way of set-off or other conditions. The authorisation may not be utilised to a greater extent than that a total amount of not more than 50,000,000 shares are issued and/or may be issued through the utilisation of warrants issued pursuant to the authorisation. The purpose of the authorisation is to enable and give flexibility in connection with the continued financing of the company and thereby enable commercialisation and further development of the company's projects and to enable the company to create incentives for the company's strategic partners through directed issues of shares and/or warrants.
Documentation
The board's complete proposals in accordance with the above, together with other documentation required according to the Swedish Companies Act, will be held available at the company's offices no later than two weeks prior to the meeting. Copies of the documentation will be sent to shareholders who so request and who have stated their postal address.
Malmö in March 2009
The board of directors of Tigran Technologies AB (publ)
For more information, please contact Björn Sellert, CEO Tigran Technologies AB:
T: +46 768 60 77 10
E:
b.sellert@tigran.se
W:
www.tigran.se
About Tigran Technologies AB
Tigran Technologies AB (publ) based in Malmö, Sweden is a development company that has recently brought its first products to the market. Tigran offers an innovative technology for bone regeneration and sustainable implant fixation primarily in the dental area. The core technology consists of the porous non-resorbable titanium granule that has been optimized in terms of shape, size and surface chemistry to provide a unique environment for bone in-growth and implant fixation. Tigran conducts extensive clinical research and has a number of published and on-going clinical studies. The company's products, methods and technologies are covered by a strong intellectual property portfolio. Tigran's products are distributed through exclusive distributors.