Notice of extraordinary general meeting - Proposed business combination of Kalera and Agrico
Notice of extraordinary general meeting - Proposed business combination of Kalera and Agrico
Orlando, Florida, June 2, 2022 – Reference is made to the stock exchange announcement published by Kalera AS on May 16, 2022 regarding the proposed business combination of Kalera and Agrico.
The extraordinary general meeting of Kalera S.A. to approve the proposed business combination and certain related matters (the "Kalera Special Meeting") will be held on June 27, 2022 at 4 p.m. CET. The calling notice for the Kalera Special Meeting is attached to this notice and can also be found at Kalera's website https://kalera.com/investors/.
•Voting at the Kalera Special Meeting will be permitted exclusively via proxy card mailing. Your voting rights may be exercised through a broker. See below for further information.
•Due to the exceptional COVID-19 situation, the Kalera Special Meeting will be held without any physical meeting, as permitted by Luxembourg law. Shareholders may attend the Kalera Special Meeting for Q&A purposes only via live webcast at the following link: https://arendt.webex.com/arendt/j.php?MTID=m6bd2433f97b2ee5d2e7055d6a4c88fff. Dial-in details will be provided to shareholders upon their specific request as specified in the proxy and voting card attached to the calling notice (the proxy and voting card is attached separately to this notice).
Record date
Any shareholder who holds one or more share(s) of Kalera S.A. on June 6, 2022, at 11.59 p.m. CET (the "Record Date") and on the date of the Kalera Special Meeting, shall be admitted for participation and voting at the Kalera Special Meeting.
By submitting a proxy and voting card in relation to the Kalera Special Meeting, the shareholder certifies being the holder of record of the shares of Kalera S.A. as at the Record Date as well as the date of the Kalera Special Meeting.
Voting
Shareholders will not be able to express their votes directly during the live webcast, and must use the proxy and voting card for submission of votes. The proxy and voting card is attached to the calling notice (the proxy and voting card is attached separately to this notice). In order for the votes to count, the proxy and voting card must be received by Kalera S.A.'s tabulation agent, BIL (the details of which are indicated below) at the latest on June 22, 2022, at 24.00 (midnight) CET (cut-off date/time). Completed proxy and voting cards must be sent to [email protected].
Banque Internationale à Luxembourg SA
R.C.S. Luxembourg B-6307
69, route d'Esch, L-2953 Luxembourg, Grand Duchy of Luxembourg
Attention : Agency Services
Email : [email protected]
Specific additional requirements for shareholders (whose shares are held in book-entry form through the operator of a securities settlement system or with a professional depositary or sub-depositary designated by such depositary)
If you hold your shares through a brokerage account, please contact your broker to receive information on how you may vote your shares.
The shareholders who wish to vote at the Kalera Special Meeting by submitting their proxy and voting card via post mail shall submit a copy of the certificate certifying the number of shares recorded in their account on the Record Date or any other proof of detention of ownership in a form acceptable to Kalera S.A. at its own and full discretion via their custodian bank by mail or by e-mail to Kalera S.A. (the details of which are indicated in section B. 6 of the convening notice) and to be received at the latest on June 22, 2022, at 24.00 (midnight) CET.
About Kalera
Kalera is a vertical farming company headquartered in Orlando, Florida. Kalera uses technology to ensure that more people around the world have access to the freshest, most nutritious, and cleanest products available. It has spent several years optimizing plant nutrient formulas and developing an advanced automation and data acquisition system with Internet of Things, cloud, big data analytics and artificial intelligence capabilities. Kalera currently operates farms in the US (in Orlando, Florida; Atlanta, Georgia; Houston, Texas and Denver, Colorado), as well as in Kuwait. Additional farms are under development. More information is available at www.kalera.com.
Eric Birge
[email protected]
313-309-9500