The shareholders in Prostatype Genomics AB (publ) reg. no. 556726-0285 (the “Company”) are hereby convened to the extraordinary general meeting on Friday 21 April 2023 at 10 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 extraordinary general meeting shall:
- on Thursday 13 April 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 Wednesday 19 April 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.
Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), address and telephone number, number of shares, details on advisors, if any, and where applicable, details on 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. Thursday 13 April 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 Monday 17 April 2023 will be taken into in the share register.
Shareholders who wish to exercise their voting right by proxy shall issue a power of attorney for the 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. The Company provides proxy forms upon request, and this is also available on the Company's website, www.prostatypegenomics.com.
- Opening of the general meeting and election of chairman 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
- Resolution on a) approval of the board’s proposal for a resolution to amend the articles of association and b) the subsequent approval by the general meeting of the board’s resolution on 22 March 2023 regarding the new issue of shares with preferential rights for existing shareholders
- Resolution on authorization
- 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 chairman of the general meeting.
Item 6 – Resolution on a) approval of the board’s proposal for a resolution to amend the articles of association and b) the subsequent approval by the general meeting of the board’s resolution on 22 March 2023 regarding the new issue of shares with preferential rights for existing shareholders.
a) The board’s proposal for a resolution to amend the articles of association
In order to enable the new issue of shares according to item b) below, the board proposes that the general meeting resolves that the limits of the articles of association for share capital and number of shares be changed as follows.
The limits of the articles of association for share capital are changed from the current minimum of SEK 550,000 and a maximum of SEK 2,200,000 to a minimum of 6,000,000 SEK and a maximum of 24,000,000 SEK. The limits on the number of shares are changed from a minimum of 9,000,000 and a maximum of 36,000,000 to a minimum of 100,000,000 and a maximum 400,000,000. § 4 and § 5 of the articles of association are therefore proposed to read as follows:
“§ 4 Share capital
The share capital shall be not less than SEK 6,000,000 and not more than SEK 24, 000,000.
§ 5 Number of shares
The number of shares shall be not less than 100,000,000 and not more than 400,000,000.”
b) The subsequent approval by the general meeting of the board’s resolution on 22 March 2023 regarding the new issue of shares with preferential rights for existing shareholders
On 22 March 2023, the board of directors resolved to increase the Company's share capital through a new issue of not more than 137,156,982 shares with preferential rights for existing shareholders according to the conditions below, entailing an increase in the share capital of not more than SEK 8,229,418.92. The board proposes that the general meeting approves the resolution.
- Whoever is registered as a shareholder on the record date for the new issue has preferential rights to subscribe for new shares in relation to the number of shares held on the record date. One (1) existing share held on the record date entitles to one (1) subscription right. One (1) subscription right entitles to subscribe for six (6) newly issued shares.
- Should all new shares not be subscribed based on subscription rights, the board shall resolve on the allocation of new shares without subscription rights. Allocation will then be made in accordance with the following:
- firstly, allocation without preferential rights shall be made to those who have also subscribed for new shares with subscription rights, regardless if the subscriber was a shareholder on the record date or not, and in case of oversubscription, pro rata in relation to the number of new shares subscribed for with subscription rights;
- secondly, allocation of shares subscribed for without subscription rights shall be made to those who have subscribed for new shares without subscription rights, and in the case of oversubscription, pro rata to the number of new shares subscribed for in the respective application, and insofar allocation cannot be done pro rata, allocation will be done by lottery; and
- thirdly and lastly, allocation of shares subscribed for without subscription rights shall be made to those who have entered into guarantee undertakings, pro rata to the respective guarantee amount, and insofar allocation cannot be done pro rata, allocation will be done by lottery.
- The record date for participation in the new issue shall be 25 April 2023.
- Subscription of new shares based on subscription rights shall be made by simultaneous cash payment during the period from and including 27 April 2023 to and including 11 May 2023. Subscription of new shares without subscription rights shall be made during the same period on a separate subscription list. Payment for new shares that are subscribed without subscription rights shall be made by cash payment according to instruction on contract note, however not later than three (3) banking days from receipt of the contract note. The board shall have the right to extend the subscription and payment period.
- Subscription, as concerns possible subscription by guarantors, shall be made on a certain subscription list no later than three (3) banking days after the period stated in article 4 above. Payment for such shares that are subscribed for and allotted shall be made in cash no later than three (3) banking days after the contract note has been sent, on which the allotted shares are disclosed. The board of directors shall have the right to extend the subscription and payment period.
- The new shares are issued at a subscription price of SEK 0.25 per share, which corresponds to a total subscription price of approximately SEK 34,289,245.50 when fully subscribed (before any share issue costs).
- The part of the subscription price that exceeds the quota value of the shares shall be added to the free premium fund.
- The new shares shall entail the right to dividend for the first time on the dividend record date that occurs closest after the new issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register kept by Euroclear Sweden AB.
- The resolution on the share issue requires an amendment of the articles of association, which is proposed to be made in accordance with a separate decision proposal above.
- The CEO, or the person the board appoints, shall have the right to make the minor adjustments that may be required in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 7 – Resolution on authorization
The board proposes that the general meeting authorizes the board to, on one or more occasions during the time leading up to the next annual general meeting, decide to increase the Company's share capital within the limits of the articles of association. The authorization may only be used to issue shares to those who acted as guarantors in the share issue proposed in the previous item. If the board utilizes the authorization, it may therefore be done with a deviation from the shareholders' pre-emptive right and with the condition that payment may be made by set-off. The reason why the board should have this right is for the Company to be able to fulfill contractual obligations towards guarantors in the aforementioned issue. The CEO, or whoever the board appoints, shall have the right to make the minor adjustments that may be required in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
The general meeting's approval of the board's resolution to issue new shares requires that the articles of association are in accordance with item 6 a). The resolution of the general meeting in accordance with item 6 a) and b) above shall therefore be adopted as one resolution. Such a resolution is valid only if it has been supported by shareholders representing not less than two-thirds of both the votes cast and the shares represented at the general meeting. The same majority also applies to the resolutions according to item 7 (the authorization).
Number of shares and votes
There are a total of 22,859,497 shares and votes in the Company.
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 the CEO must, if a shareholder requests it, and the Board considers that it can be done without significant damage to the Company, at the general meeting provide information about conditions that may affect the assessment of a matter on the agenda. A shareholder who wants to submit questions in advance is welcome to do so at the address Gustaf III:s Boulevard 34, 169 73 Solna, or via e-mail to firstname.lastname@example.org.
The board's proposals for resolutions and documents according to chapter 13 in the Swedish Companies Act is available on the Company's website www.prostatypegenomics.com and at the Company's office at Gustaf III:s Boulevard 34, 169 73 Solna. The documents are sent free of charge to shareholders who request it and who state their postal address.
Solna in March 2023
Prostatype Genomics AB (publ)
The board of directors