The shareholders in Prostatype Genomics AB (publ) reg. no. 556726-0285 (the “Company”) are hereby convened to the annual general meeting on Thursday 1 June 2023 at 10.00 am at the Company´s office on Gustaf III:s Boulevard 34, 169 73 Solna.
Right to participate in the general meeting
Shareholders who wish to participate at the annual general meeting shall:
- on Wednesday 24 May 2023 (the record date), be registered in the share register kept by Euroclear Sweden AB in their own names (not nominee-registered shares), and
- notify the Company of his or her intention to attend the general meeting no later than Tuesday 30 May 2023. Notification shall be made via e-mail to email@example.com or by post to the address Prostatype Genomics, c/o Advokatfirman Lindahl KB, att. Alexander Hase, Box 1203, 751 42 Uppsala. Upon notification, the shareholder's name, social security number or organization number (or equivalent) and preferably address, telephone number, shareholding, details on advisors (maximum two), and, where applicable, details of deputies or proxies.
Shareholders who have nominee-registered shares shall, in order to exercise their voting rights and participate in the meeting, register for the meeting, and temporarily register the shares in their own names with Euroclear Sweden (so-called voting rights registration), so that the person concerned is included in the share register kept by Euroclear Sweden as of the record date, i.e. Wednesday 24 May 2023. This means that shareholders need to notify the concerned trustee of their wish in this regard well in advance of this date. Voting rights registration requested by shareholders in such a time that the registration has been made by the relevant trustee no later than Friday 26 May 2023 will be taken into in the share register.
Shareholders who intend to attend by proxy shall issue a dated power of attorney for proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity needs to be attached. The power of attorney may be valid for a maximum of five years from issuance. The power of attorney in original (together with any authorization documents, such as registration certificate) should be sent well in advance of the meeting to the Company at the above address. A blank proxy form is available on the Company's website, www.prostatypegenomics.com.
Number of shares and votes
At the time of issuing this notice, there are a total of 22,862,119 shares and votes in the Company.
- Opening of the general meeting and election of chairperson of the general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor’s report
- Resolutions on:
- the adoption of the income statement and the balance sheet,
- allocation of the Company’s result according to the adopted balance sheet, and
- discharge from liability for each of the members of the board of directors and the CEO
- Determination of the number of board members and board deputies
- Determination of remuneration to the board of directors and the auditor
- Election of members of the board of directors, chairman of the board of directors and any board deputies
- Election of auditor/auditing company
- Resolution on the nomination committee
- Resolution on authorization to issue shares
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The nomination committee proposes that Mattias Prage, lawyer at Advokatfirman Lindahl, is elected as chairperson of the general meeting.
Item 7b) – Allocation of the Company’s result according to the adopted balance sheet
The board proposes that no dividend be paid for the financial year 2022 and that the Company's results be balanced carried forward.
Item 8 – Determination of the number of board members and board deputies
The nomination committee proposes that the annual general meeting resolve that the board shall consist of five (5) board members, without deputies.
Item 9 – Determination of remuneration to the board of directors and the auditor
The nomination committee proposes that the annual general meeting resolves that a board fee of SEK 160,000 shall be paid to the chairperson and SEK 80,000 to each other member of the board, unless the member in question is prevented from receiving such a fee due to current guidelines of the member's employer.
The nomination committee proposes that compensation to the auditor shall be paid as per approved invoice.
Item 10 - Election of members of the board of directors, chairman of the board of directors and any board deputies
The nomination committee proposes re-election of Anders Lundberg, Michael Häggman, Mattias Prage and Håkan Englund as ordinary members and election of Henrik Nilsson as ordinary member for the time until the next annual general meeting. It was noted that Karlheinz Schmelig was not available for re-election. Anders Lundberg is proposed for re-election as chairperson of the board.
Henrik Nilsson, born in 1968, has a bachelor's degree in Southeast Asian studies and a master's degree in business administration from Lund University. Henrik has been an advisor and engaged in several innovative companies with operations mainly in biotechnology and green energy. He also has extensive experience from leading positions within IKEA, where he held positions such as Global Process Owner, Business Architecture Manager and Global Process Leader.
Item 11 – Election of auditor/auditing company
The nomination committee proposes re-election of the registered auditing company Grant Thornton Sweden AB, with Joakim Söderin as auditor in charge.
Item 12 – Resolution on the nomination committee
The nomination committee proposes that the annual general meeting resolves to establish a nomination committee for the annual general meeting 2024 according to the following principles.
The meeting instructs the chairperson of the board to contact the three largest shareholders in terms of votes according to Euroclear's printout of the share register as of the stock markets opening on 30 September 2023, who each appoint a member of the nomination committee. If one of the three largest shareholders do not wish to appoint a member of the nomination committee or does not respond to the request, the fourth largest shareholder shall be asked and so on until the nomination committee consists of three members. The members of the nomination committee shall be published on the company's website no later than six months before the next annual general meeting.
The mandate period for the appointed nomination committee shall run until a new election committee is appointed according to the mandate from the next annual general meeting.
The nomination committee appoints a chairperson within the group. The chairperson of the board or another board member shall not be chairperson of the nomination committee.
If a member leaves the nomination committee before its work is completed and if the nomination committee considers that there is a need to replace this member, the nomination committee shall appoint a new member according to the principles above, however based on the ownership conditions then in force. Changes in the composition of the election committee shall be made public.
No remuneration shall be paid to the members for their work in the election committee.
The nomination committee shall submit proposals for resolutions on the following issues for the annual general meeting 2024.
a) Election of chairperson at the meeting.
b) Determination of the number of board members.
c) Determination of remuneration and other compensation to the board of directors and its committees, with division between the chairperson and other members.
d) Determination of remuneration to auditors.
e) Election of board members and board chairperson.
f) Election of auditors.
g) Proposal for principles for the nomination committee's composition and work ahead of the annual general meeting 2025.
Item 13 – Resolution on authorization to issue shares
The board of directors proposes that the general meeting resolves to authorise the board of directors for the period up to the next annual meeting of shareholders to resolve, on one or several occasions, to issue shares, warrants and/or convertible loans (or combinations thereof, so-called units) by an amount corresponding to a maximum of 15 percent of the Company's registered share capital at the time the authorization is invoked for the first time. If the board uses the authorization, it may also be done with a deviation from the shareholders' pre-emptive right and/or with provisions regarding in-kind or set-off.
An issue in accordance with this authorization shall be on market terms. The board of directors shall have the right to determine the terms and conditions regarding issues under this authorization and what persons shall be entitled to subscribe for issued securities. The reason why the board should be able to resolve on an issue with a deviation from the shareholder's pre-emptive right and/or with a provision on in-kind or set-off is that the Company should have the opportunity to procure capital for the Company, carry out strategically motivated collaborations or business acquisitions and facilitate the implementation of issues in order to strengthen the Company's financial position.
The company's CEO is proposed to be authorized to make the minor adjustments in this resolution that may be necessary in connection with registration at the Swedish Companies Registration Office (sv. Bolagsverket) and at Euroclear Sweden AB.
For resolutions in accordance with the board of director's proposal according to item 13 (authorization) above, it is required that the resolution be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
Handling of personal data
For information regarding the processing of your personal data, please refer to https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy_for_deltagare_pa_bolagsstammor_20181023.pdf
Questions to the board of directors and the CEO
The Board and the CEO shall, if a shareholder requests it, and the Board considers that it can be done without significant damage to the Company, provide information about conditions that may affect the assessment of an item on the agenda or the Company’s financial situation. The request for such information shall be submitted in writing to the Company before the general meeting to the address Gustaf III:s Boulevard 34, Solna or via e-mail to firstname.lastname@example.org.
The annual report and audit report as well as other documents according to the Swedish Companies Act are kept available on the Company's website www.prostatypegenomics.com and at the Company's office at address Gustaf III:s Boulevard 34, Solna. The documents are sent free of charge to shareholders who request it and who state their postal address
Solna in May 2023
Prostatype Genomics AB (publ)
The board of directors