N.B. This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.

Notice to attend the Annual General Meeting held on May 19, 2022 in Isofol Medical AB (publ)

The shareholders in Isofol Medical AB (publ), Reg. No. 556759-8064, with its registered office in Gothenburg, are hereby invited to attend the annual general meeting held on Thursday, May 19, 2022 at 5 p.m. at Park, Kungsportsavenyn 36, SE-411 36 in Gothenburg, Sweden. Registration at the annual general meeting starts at 4:30 p.m. and ends when the meeting convenes.

NOTIFICATION, ADVANCE VOTING, ETC.

Right to participate in the annual general meeting and notification

Participation in the annual general meeting at the venue

Shareholders wishing to participate in the annual general meeting at the venue or represented by a proxy must:

  • be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on Wednesday, May 11, 2022 (for nominee-registered shares, see "Nominee-registered shares" below); and

  • no later than Friday, May 13, 2022 give notice of attendance by post to Isofol Medical AB (publ), "Annual general meeting 2022", Att. Gustaf Albèrt, Arvid Wallgrens backe 20, SE-413 46 Gothenburg, Sweden, or by e-mail toarsstamma@isofolmedical.com.

When providing such notice, the shareholder shall state name (corporate name), personal or corporate registration number, shareholding, address, telephone number, and the number of any accompanying assistant(s) (maximum two assistants), and if applicable name and personal registration number of any proxy or proxies. Personal data disclosed in connection with registration will only be processed and used in connection with the annual general meeting. Further details on the processing of personal data are provided below.

If a shareholder is represented by proxy, a written and dated proxy for the representative must be issued. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. The proxy is valid for a maximum of one (1) year from the date of issue, or for the longer period of validity specified in the proxy, however, for a maximum of five (5) years from the date of issue. The proxy and any certificate of registration should be sent to the company at the above address well in advance of the annual general meeting. Any certificate of registration is valid for one (1) year. A proxy form is available on the company's website,www.isofolmedical.com.

Participation by advance voting

Shareholders may exercise their voting rights at the annual general meeting by advance voting, so called postal voting pursuant to Section 4 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A shareholder who wishes to participate in the annual general meeting by voluntary advance voting must:

  • be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on Wednesday, May 11, 2022 (for nominee-registered shares, see "Nominee-registered shares" below); and

  • submit its advance vote in accordance with the instructions below so that the postal vote is received by the company no later than Friday, May 13, 2022.

A shareholder who wishes to participate in the annual general meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under "Participation in the annual general meeting at the venue" above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used when advance voting. The advance voting form is available on the company's website,www.isofolmedical.com.A completed and signed form may be submitted by post to Isofol Medical AB (publ), "Annual general meeting 2022", Att. Gustaf Albèrt, Arvid Wallgrens Backe 20, SE-413 46 Gothenburg, Sweden, or by e-mail toarsstamma@isofolmedical.com.The completed form shall be received by the company not later than Friday, May 13, 2022. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed with the advance voting form. Proxy forms are available on the company's website,www.isofolmedical.com.If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed.

Nominee-registered shares

To be entitled to participate in the annual general meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation or submitting its advance vote, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Wednesday, May 11, 2022. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Friday, May 13, 2022 are taken into account when preparing the register of shareholders.

PROPOSED AGENDA

  • 1. Opening of the annual general meeting.

  • 2. Election of chairman of the annual general meeting.

  • 3. Preparation and approval of the voting list.

  • 4. Approval of the agenda.

  • 5. Election of one or two persons who shall approve the minutes.

  • 6. Determination of whether the annual general meeting has been duly convened.

  • 7. Presentation of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report on the consolidated financial statements.

  • 8. Resolution regarding adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet.

  • 9. Resolution regarding allocations of the company's result pursuant to the adopted balance sheet.

  • 10. Resolution regarding discharge from liability of the board members and the CEO.

    • a. Pär-Ola Mannefred - chairman of the board of directors

    • b. Magnus Björsne - board member

    • c. Robert Marchesani - board member

    • d. Lennart Jeansson - board member

    • e. Anna Belfrage - board member

f.

Alain Herrera - board member

  • g. Aram Mangasarian - board member

  • h. Paula Boultbee - board member

  • i. Ulf Jungnelius - CEO

  • 11. Resolution regarding the number of board members, deputy board members, auditors and deputy auditors.

    • a. Number of board members and deputy board members

    • b. Number of auditors and deputy auditors

  • 12. Resolution regarding the fees to the board of directors and the auditors.

    • a. Fees to the board of directors

    • b. Fees to the auditors

  • 13. Election of board members and auditor.

    • a. Magnus Björsne - board member (Re-election)

    • b. Robert Marchesani - board member (Re-election)

    • c. Lennart Jeansson - board member (Re-election)

    • d. Anna Belfrage - board member (Re-election)

    • e. Alain Herrera - board member (Re-election)

    • f. Aram Mangasarian - board member (Re-election)

    • g. Paula Boultbee - board member (Re-election)

    • h. Jan Törnell - board member (Election)

    • i. Jan Törnell - chairman of the board of directors (Election)

    • j. KPMG AB - auditor (Re-election)

  • 14. Determination of procedure for appointment of the nomination committee.

  • 15. Presentation of the remuneration report for approval.

  • 16. Resolution on adoption of guidelines for executive remuneration.

  • 17. The board of directors' proposal to change the articles of association.

  • 18. The board of directors' proposal regarding authorisation for the board of directors to resolve on new issues.

  • 19. Closing of the annual general meeting.

THE NOMINATION COMMITTEE'S PROPOSAL FOR ITEMS 2, 11, 12, 13 AND 14

The nomination committee, who's members have been appointed in accordance with the principles resolved by the annual general meeting 2021, consisting of chairman Malin Björkmo (appointed by Handelsbanken Fonder) together with the members Lars Lind (appointed by Hans Enocson), Ulrik Grönvall (appointed by Swedbank Robur Fonder), Mats-Ola Palm (appointed by approx. 12 % of the votes) and Pär-Ola Mannefred (chairman of the board of directors), submits the following proposal:

Item 2 - Election of chairman of the annual general meeting

The nomination committee proposes that the chairman of the board of directors, Pär-Ola Mannefred, is elected chairman of the annual general meeting.

Item 11 - Resolution regarding the number of board members, deputy board members, auditors and deputy auditors

The nomination committee proposes that the board of directors shall consist of eight (8) members with no deputies.

The nomination committee proposes that one (1) registered public accounting firm is elected auditor.

Item 12 - Resolution regarding the fees to the board of directors and the auditors

The nomination committee proposes that fees to the board of directors, for the period until the end of the annual general meeting 2023, shall be allocated as follows. SEK 550,000 (unchanged) to the chairman of the board of directors and SEK 250,000 (unchanged) to each of the other members of the board of directors elected by the general meeting. Further, SEK 125,000 (previously SEK 75,000) to the chairman of the audit committee, SEK 75,000 (previously SEK 40,000) to each of the other members of the audit committee, SEK 75,000 (previously SEK 50,000) to the chairman of the remuneration committee, and SEK 50,000 (previously SEK 25,000) to each of the other members of the remuneration committee.

The nomination committee further proposes, that the board members (in addition to compensation for out-of-pocket costs and travel expenses), resident within Europe but outside the Nordic countries, shall receive SEK 7,500 (unchanged) for each board meeting attended in person, and board members resident in North America shall receive SEK 15,000 (unchanged) for each board meeting attended in person.

The nomination committee proposes that the fees to the auditors for services rendered shall be paid in accordance with by the company approved invoice.

Item 13 (a-j) - Election of board members and auditor

The nomination committee proposes re-election of Magnus Björsne, Robert Marchesani, Lennart Jeansson, Anna Belfrage, Alain Herrera, Aram Mangasarian and Paula Boultbee, and new election of Jan Törnell, as board members. In addition, it is also proposed that Jan Törnell is elected as new chairman of the board of directors. All elections refer to the period until the end of the next annual general meeting.

Pär-Ola Mannefred has declined re-election as board member and chairman of the board of directors.

Information about the proposed new member of the board of directors and chairman of the board of directors

Jan Törnell

Born: 1960

Professional experience: Jan Törnell has extensive international experience from managerial positions within life science, for example as Vice President of Global Strategy at AstraZeneca Oncology & Infection. Jan Törnell has further held positions as professor of Physiology at Sahlgrenska University Hospital and as Docent of Physiology at University of Gothenburg. Today he holds board assignments in multiple boards for companies within the life science sector and works as an adviser regarding pharmaceutical projects.

Education: M.D. and PhD in Physiology from the University of Gothenburg.

Other board assignments: Jan Törnell is chairman of the board of Lidds AB and Glactone Pharma AB, a board member of Abliva AB and Innotext AB, where he also serves as CEO, and deputy board member of Lidds Pharma AB.

Shareholding in Isofol: -

Independence: Jan Törnell is independent in relation to the company and management, and independent in relation to major shareholders of the company.

More information on the board members proposed for re-election as board members is available on the company's website,www.isofolmedical.com.

The nomination committee proposes that KPMG AB is re-elected as auditor for the company for the period until the end of the next annual general meeting. KPMG AB has informed the nomination committee that the authorised public accountant Jan Malm will be appointed auditor in charge if KPMG AB is re-elected as auditor.

Item 14 - Determination of procedure for appointment of the nomination committee

The nomination committee proposes that the general meeting resolve to adopt the following procedure for appointment of the nomination committee:

The chairman of the board shall annually and no later than 31 October, based on the share register of the company kept by Euroclear Sweden AB as of 30 September, contact the three largest shareholders in the company (in terms of votes) who shall each be entitled to appoint one member to the nomination committee. Should any of the three largest shareholders waive their right to appoint a member to the nomination committee, the next shareholder in line (in terms of votes) will be given the opportunity to appoint a member to the nomination committee until the nomination committee consists of at least three members. An additional member of the nomination committee may be appointed jointly by minority shareholders representing at least 10 per cent of the votes in the company based on the share register of the company kept by Euroclear Sweden AB or other reliable information. The chairman of the board shall not be a member of the nomination committee but shall normally be co-opted to the nomination committee's meetings.

Chairman of the nomination committee shall, unless the members agree otherwise, be the member appointed by the largest shareholder (in terms of votes) and may not be a board member.

The composition of the nomination committee and contact details shall be made public on the company's website at least six months prior to the general meeting. A majority of the members of the nomination committee shall be independent in relation to the company and the company's management. At least one member of the nomination committee shall be independent in relation to the shareholder controlling the largest number of votes in the company or group of shareholders cooperating in management of the company.

No fees shall be paid to the members of the nomination committee. The company shall reimburse reasonable expenditures that the nomination committee or its members may incur while performing their duties. The nomination committee is appointed for a term until a new nomination committee is appointed. The composition of the nomination committee may change if: (i) a member wishes to resign prematurely whereas a letter of resignation shall be sent to the chairman of the nomination committee, or if the chairman wishes to resign, a letter of resignation shall be sent to another member of the nomination committee, (ii) a nominating shareholder wishes to replace its appointed representative in the nomination committee with another person whereas such a request (containing the two relevant names) shall be sent to the chairman of the nomination committee (or in case the replacement regards the chairman, to another member of the nomination committee) with the reception of such request resulting in the execution of the request, (iii) a change of ownership in the company taking place before 1 January and resulting in a nominating shareholder no longer being one of the three largest shareholders entitled to appoint a representative to the nomination committee, whereas such a representative shall be deemed to have resigned automatically. Should a member of the nomination committee resign before the committee's work has been fulfilled, the nomination

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Isofol Medical AB published this content on 12 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2022 08:30:10 UTC.