Invitation to the extraordinary general meeting of LION E-Mobility AG seated in Baar
Invitation to the extraordinary general meeting of LION E-Mobility AG seated in Baar on 22 February 2019, 14.00h, Poststrasse 14, 6300 Zug/Switzerland (premises of lawyer lic.iur. Stephan Kamer).
I. Determination of Attendance and Appointment of the Chairman
II. Agenda Items and Proposals of the Board of Directors:
1. Creation of additional conditional share capital
Proposal of the Board of Directors: In addition to the existing conditional share capital for the benefit of employees, as set out in Article 3b of the Articles of Association, additional conditional share capital shall be created in an amount of up to CHF 56,121.49 by issuing up to 432.704 new bearer shares of CHF 0.13 each, through creation of the following new Article 3b in the Articles of Association:
‘The company’s share capital increases under exclusion of the shareholder’s purchase right through issuance of up to 916,225 fully paid-up bearer shares with a par value of CHF 0.13 each up to a nominal maximum amount of CHF 119,109.25 by exercising the rights to acquire new shares, which only employees of the company and of possible future subsidiaries both in Switzerland and abroad are entitled to. The terms of these employee shares shall be determined by the Board of Directors.
The company’s share capital increases up to the maximum amount of CHF 56,121.49 through issuance of up to 431,704 fully paid-up bearer shares with a par value of CHF 0.13 per share by exercising the conversion and/or option rights which are granted in relation to the issuance of convertible bonds, option bonds or other financial market instruments of the company. The shareholders’ subscription and advance subscription rights are excluded. The Board of Directors is entitled to issue the convertible bonds, option bonds or other financial market instruments of the company at market conditions and in accordance with agreements to be concluded, but not at an issue price of less than EUR 8.00 per share.
The respective holders of convertible and/or option rights are entitled to subscribe for the new bearer shares to be issued until 30 June 2025.’
To this extent, a signed convertible loan agreement of a strategic partner is available to LION E-Mobility AG.