The shareholders in Prostatype Genomics AB (publ) reg. no. 556726-0285 (the “Company”) are hereby convened to the annual general meeting on Thursday 2 June 2022. Due to the continued situation with Covid-19 and the extension of the temporary law regarding general meetings, the Board has decided that the Annual General Meeting will be held without a physical presence this year as well. The shareholders thus exercise their voting rights only through postal voting. No physical gathering will thus be held. However, an information meeting will be held as described below, whereby the shareholders will receive information and have the opportunity to ask questions.
Shareholders who wish to participate at the annual general meeting must:
on Tuesday 24 May 2022, be registered in the share register kept by Euroclear Sweden AB (the record date), and
register with the Company no later than Wednesday 1 June 2022 by submitting a postal voting form in accordance with the instructions below to be received by the Company no later than Wednesday 1 June 2022.
Shareholders whose shares are registered in the name of a nominee must, in order to exercise the right to vote and participate in the general meeting, register with the Company and temporarily re-register the shares in their own name (so called voting registration) with Euroclear Sweden so that the shareholder is included in the shareholders’ register kept by Euroclear Sweden on Tuesday 24 May 2022. Shareholders are therefore advised to request such registration of the shares well in advance of this date. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than Friday 27 May 2022 will be taken into account in the preparation of the shareholders’ register. Shareholders have no right to postal vote if re-registration does not take place in time.
Shareholders exercise their voting rights only by voting in advance (postal voting) in accordance with Section 22 of the Swedish Act (2022:121) on Temporary Exemptions to Facilitate the Executions of General Meetings in Companies and Associations. A special form must be used for postal voting, which is available on the Company’s website www.prostatypegenomics.com/corporate-governance/, and at the Company’s office. No separate registration is required; a completed and signed postal voting form is valid as registration to participate in the general meeting.
The completed form shall be sent to the company via e-mail to email@example.com or be posted to Advokatfirman Lindahl KB att: Elsa Malmqvist, Box 1203, 751 42 Uppsala. Mark the envelope “Prostatype Genomics AB”. In order to qualify as a valid registration, completed forms must be received by the Company no later than Wednesday 1 June 2022. If the shareholder is a legal entity or votes in advance by proxy the instructions under section “Proxy” must be adhered to.
If the shareholder is a legal entity, proof of registration or equivalent document for the legal entity shall be enclosed with the form.
Shareholders may not state instructions or conditions to voting in advance. Voting forms will be deemed invalid if this happens. Additional instructions are provided on the postal voting form.
Information regarding the decisions adopted by the general meeting will be published as soon as the outcome of the postal voting has been compiled.
For shareholders who wishes to exercise their voting right by proxy, a written and dated power of attorney for the proxy must be issued. The power of attorney must not be issued earlier than five years before the date of the general meeting. The proxy in original and proof of registration and other authorisation documents for a legal person shall be sent to the Company together with the postal voting form at the above address. The Company provides a power of attorney form available upon request and it is also available on the Company’s website, www.prostatypegenomics.com.
Digital information meeting
In the light of that the annual general meeting will be held without physical presence, a digital information meeting will be held at 16.00, Tuesday 31 May 2022, where a customary presentation will be presented by the Company’s CEO Fredrik Persson. Representatives from the board of directors will also be available at this meeting. During the meeting, participating shareholders will also have the opportunity to ask questions to the Company. Shareholders who wish to attend this information meeting are requested to send an e-mail to firstname.lastname@example.org. A link to the meeting will sent out to shareholders who expressed an interest in participating.
Number of shares and votes
As of the date of this notice, there are a total of 15,103,602 shares and votes in the Company.
- 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
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report
- Resolutions on:
a) the adoption of the income statement and the balance sheet,
b) allocation of the Company’s result according to the adopted balance sheet, and
c) discharge from liability for each of the members of the board of directors and the managing director
(i) Anders Lundberg, chair
(ii) Michael Häggman, member
(iii) Karlheinz Schmelig, member
(iv) Håkan Englund, member
(v) Fredrik Persson, CEO
- Resolution on the number of members of the board of directors and deputy members of the board of directors
- 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 deputy members of the board of directors, if any
- Ander Anders Lundberg, member and chair (re-election)
- Michael Häggman, member (re-election)
- Karlheinz Schmelig, member (re-election)
- Håkan Englund, member (re-election)
- Mattias Prage, member (new election)
- Election of auditor/auditing company
- Resolution on the nomination committee for the next annual general meeting
- Resolution on option program to employees and key personnel.
- Resolution on a general authorization to the board of directors
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The Nominee Committee – consisting of Anders Liljeblad, Rolf Skoglund, Staffan Ek och Anders Lundberg – proposes that Mattias Prage, lawyer at Advokatfirman Lindahl KB, is elected as chairman of the general meeting. Elsa Malmqvist, associate at Advokatfirman Lindahl KB, is proposed to be elected as keeper of the minutes.
Item 2 – Preparation and approval of the voting list
Since shareholders exercise their right to vote through postal voting, it will not be possible to obtain the general meeting’s approval of the voting list. Therefore, the board of directors proposes that the voting list is prepared and approved by the chairman of the general meeting.
Item 3 – Election of one or two persons to verify the minutes of the meeting
The board of directors proposes that Anders Lundberg and Håkan Englund, or the person the board elects in their absence, is proposed to verify the minutes. The person verifying the minutes shall, in addition to approving the minutes, check the voting list and that the results of received votes are correctly reflected in the minutes.
Item 7b) – Allocation of the Company’s result according to the adopted balance sheet
The board of directors proposes that no dividends shall be paid for the financial year 2021 and that the Company’s result is carried forward to a new account.
Item 8 – Resolution on the number of members of the board of directors and deputy members of the board of directors
The Nominee Committee proposes that the board of directors shall consist of five (5) directors, without any deputy members.
Item 9 – Determination of remuneration to the board of directors and the auditor
The Nominee Committee proposes that the annual general meeting determines that remuneration shall be paid to the chairman with SEK 150,000 and to other members of the board of directors with SEK 75,000, unless the member in question is not prevented from receiving such remuneration due to the applicable guidelines of the member's employer.
Furthermore, the Nominee Committee proposes that remuneration to the auditor is paid according to approved invoice.
Item 10 – Election of members of the board of directors, chairman of the board of directors and deputy members of the board of directors, if any
The Nominee Committee proposes re-election of Anders Lundberg, Michael Häggman, Karlheinz Schmelig and Håkan Englund as members of the board of directors and new election of Mattias Prage as member of the board. It is proposed that Anders Lundberg is re-elected as chairman of the board of directors.
Mattias Prage, born 1974, is a partner and lawyer at Advokatfirman Lindahl in Uppsala. Mattias has been practicing at Lindahl since 2004 and has extensive experience and special expertise in the areas of company law, capital markets law, commercial agreements and M&A. Mattias has been one of the Company's legal advisers since 2019.
Item 11 – Election of auditor/audit company
The Nominee Committee proposes that Grant Thornton Sweden AB is re-appointed as auditor of the Company, with Joakim Söderin as chief auditor
Item 12 – Resolution on the nomination committee for the next annual general meeting
The nomination committee proposes that the annual general meeting resolves to establish a nomination committee for the annual general meeting 2023, which is to be appointed according to the following principles.
The board’s chairperson is mandated by the general meeting to contact the three largest shareholders in terms of voting power according to Euroclear Sweden AB’s transcription of the share register as per 30 September 2022, each of them appointing a member of the nomination committee. In the event that any of the three largest shareholders does not wish to appoint a member of the nomination committee the fourth largest shareholders will be approached, and so forth, 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 term of office for members appointed to the nomination committee shall run until a new nomination committee has been appointed following the mandate from the next annual general meeting.
The nomination committee appoints the chairperson of the committee. The chairperson of the board or another board member shall not be the chairperson of the nomination committee.
If a member leaves the nomination committee before its work is completed and the nomination committee considers that there is a need for replacing this member, the nomination committee shall appoint a new member in accordance with the principles described above, but based on Euroclear Sweden AB’s transcription of the share register as soon as possible after the member left the nomination committee. Any change in the composition of the nomination committee shall be announced immediately.
No remuneration shall be paid to the members of the nomination committee.
The nomination committee shall prepare and present proposals regarding the following items for the annual general meeting 2023.
a) Election of the chairman of the board of directors;
b) Resolution on the number of board members,
c) Resolution on the fees and other remuneration to the board of directors and its committees, divided between the chairperson and other members,
d) Resolution on the fees to the auditors,
e) Election of board members and chairperson of the board,
f) Election of auditors, and
g) Proposal for principles for the composition and instructions regarding work of the nomination committee in preparation for the annual general meeting 2024.
Item 13 – Resolution on option program to employees and key persons.
Background and information on the incentive program.
The Board proposes that the Annual General Meeting resolves to introduce an incentive program for certain employees and other key persons in the Company and its group companies through a directed issue of warrants to the Company (with approval of onward transfer to the participants in the program), according to the conditions presented below.
It is considered important and in the interest of all shareholders that the Company's current and future employees and/or key personnel have a long-term interest in a good value development of the Company's share. A personal long-term ownership commitment can be expected to contribute to an increased interest in the Company's operations and earnings development, as well as increase the participants' motivation and affiliation with the Company and its shareholders.
The program has been prepared by the Company's Board in dialogue with external advisors.
Directed issue of warrants and approval for transfer
The proposal means that the Annual General Meeting is proposed to decide on a directed issue of 500,000 warrants to the Company. The proposal also means that the Company is allowed to transfer these options to participants in the program, whereby market practice remuneration, calculated according to the so-called The Black & Scholes model (at the time of the transfer), must be paid by participants in connection with the acquisition of warrants from the Company. Board members may not participate in the proposed program.
1. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to the Company.
2. The company is given the right to transfer the warrants to participants in the program with the highest number of warrants per individual in each personnel category as follows:
- CEO: 100,000 warrants
- senior management: 50,000 warrants
- key persons and other employees: 30,000 warrants, and
- key persons with particular strategic importance: 100,000 warrants.
The number of options that a person can be offered shall be determined by the board, whereby the criteria below must be taken into account.
- Expected significance for the Company's operations
- Level of responsibility
3. The reason for the deviation from the shareholders' pre-emption rights is that the issue forms part of the introduction of the incentive program, whereby the persons who are given the opportunity to acquire warrants are given the opportunity to take part in a positive development in the Company. The existence of such a program is considered to increase the possibility of attracting and retaining qualified employees.
4. Subscription of the warrants shall take place by subscription on subscription list no later than 15 June 2022. The Board shall have the right to extend the subscription period.
5. The warrants are issued free of charge. However, if they are subsequently transferred to participants in incentive programs, the market value of the warrants must be paid by the acquirer, calculated according to the Black & Scholes warrant valuation model. The calculation must be made by a person with the required competence for that type of warrant valuation. The basis for and calculation of the market value must be documented. The usual documentation for the transfer must be prepared. Furthermore, if the warrants are transferred to participants, the participants shall enter into an agreement of offer of first refusal, according to which the option holder shall be obliged to offer the Company to acquire the warrants, or a certain part of these, under certain conditions.
6. Each warrant shall entail a right to subscribe for one new share in the Company at a subscription price of SEK 10. To the extent that the subscription price exceeds the quota value of the shares, the excess amount shall be included in the free share premium fund.
7. Subscription of shares with the support of the warrants shall take place in accordance with the terms of the warrants from and including 1 July 2025 to and including 31 December 2025.
8. If all warrants are exercised for subscription of shares, the Company's registered share capital will increase by SEK 30,000 (taking into account the current quota value of 6 öre / share and provided that no recalculation takes place in accordance with the warrant terms).
9. Shares that have been added due to a new subscription entail the right to a dividend for the first time on the record date for dividends that falls immediately after the new subscription has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.
10. For the warrants, the conditions set out in a separate appendix (Appendix Terms and Conditions) shall otherwise apply.
The company currently has 15,103,602 registered shares and votes. Upon full exercise of the warrants, the number of shares in the Company will increase by a total of 500,000 and the share capital by SEK 30,000. The dilution as a result of the proposed incentive program will, upon full utilization, amount to 3.2 percent of the shares and votes in the Company.
The company has two ongoing previously decided incentive programs, both of which were decided at the 2020 Annual General Meeting. Each warrant entitles the holder to subscribe for one share at a price of SEK 13.51. The exercise period is 2023-08-17 to 2023-08-31
2020/2023 A: 381,365 warrants
2020/2023 B: 41,856 warrants
Costs for the now proposed incentive program
The incentive program has been designed in consultation with external legal advisers and the costs for this advice are estimated to amount to a maximum of SEK 50,000 (excluding VAT).
In addition to the advisory costs, the board estimates that the incentive program will entail certain administrative costs in connection with share subscription with the support of the warrants and registration with the Swedish Companies Registration Office.
Since the warrants will be transferred to the participants at market value, it is estimated that no costs in the form of social security contributions or the like will arise for the Company as a result of the incentive program.
The CEO, or the person appointed by the Board, shall have the right to make the minor adjustments that may be required in connection with the execution of the decision and in connection with the registration of the decision with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 14 – Resolution on a general authorization to the board of directors
The board of directors proposes that the annual general meeting authorizes the board of directors, for the time until the next annual general meeting, whether on one or several occasions, shall be entitled to resolve on issues of shares, warrants and/or convertible instruments (or combinations thereof, so-called units). If the board exercises the authorization, this may also be done with a deviation from the shareholders' preferential rights and/or with provisions on non-cash or set-off.
An issue of securities in accordance with this authorizations shall be on market conditions. The board of directors shall be authorized to decide on the terms and conditions regarding issues under this authorizations and what persons shall be entitled to subscribe for the shares, warrants and/or convertible instruments. The reason to propose that the board of directors shall be authorized to resolve on issues with deviation from the shareholders’ pre-emption rights and/or to resolve on issues in kind or by way of set-off, is that the Company shall be able to issue shares, warrants and/or convertible instruments in order to raise capital to the Company, carry out strategically motivated collaborations or in connection with acquisitions of companies or businesses by carrying out directed issues in order to strengthen the Company's financial position.
The CEO shall have the right to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Resolutions in accordance with the Board's proposal in accordance with item 13 (option program) above requires, for its validity shareholders with at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting is required.
Resolutions in accordance with item 14 (authorizations) above requires, for its validity, that a minimum of two thirds of both the votes cast and the shares represented at the general 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 of directors and the CEO shall, up request by any shareholder, and where the board of directors believes that such may take place without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company’s financial position. Requests for such information shall be made in writing no later than ten days before the general meeting, i.e. no later than 23 May 2022, to the address Industrivägen 19, 171 48 Solna or through e-mail to email@example.com. The information is provided by the Company by making it available on the Company’s website and at the Company’s office no later than on Saturday 28 May 2022. The information will also be sent to shareholders who have requested it and stated their address. Shareholders are also given the opportunity to ask these questions to the Company at the digital information meeting described in more detail above.
The annual report and the auditor’s report as well as other documents according to the Swedish Companies Act will be held available at the Company’s office (Industrivägen 19, Solna) and at the Company’s website www.prostatypegenomics.com.The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address.
Solna in May 2022
Prostatype Genomics AB (publ)
The board of directors