PMD DEVICE SOLUTIONS AB Unofficial English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
Due to the extraordinary situation as a result of Covid-19, the meeting will be held in a different way than usually. To reduce the risk of spreading the new coronavirus and having regard to the authorities' regulations and advice on avoiding public gatherings, the meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place, i.e. the meeting will be held without physical presence.
RIGHT TO ATTEND AND NOTIFICATION OF THE COMPANY
Anyone wishing to attend the meeting must
(i) be entered as a shareholder in the share register kept by
(ii) notify by casting its advance vote as instructed under the heading Advance voting below so that the advance voting form is received by the company no later than
To be entitled to participate in the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder's own name, so that the holder is entered in the share register kept by
See below for further information on the processing of personal data.
Information on the resolutions passed at the meeting will be published on
ADVANCE VOTING
The shareholders may only exercise their voting rights at the meeting by voting in advance, so-called postal voting under section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form will be used for advance voting. The form is available on the company's website http://www.promorepharma.com. The form may also be obtained at the company. The advance voting form is considered as the notification of participation.
The complete voting form must be received by the company no later than on 26 May 2021.The form must in due time be submitted by e-mail to shareholders@promorepharma.com or by mail to
In the advance voting form, shareholders can request that a resolution in one or some of the items on the proposed agenda below are deferred to a so-called continued general meeting, which must not solely be an advance voting meeting. Such continued general meeting to decide on a particular matter will take place if the meeting decides on it or if shareholders of at least one tenth of all shares in the company request it.
If a shareholder votes in advance by proxy, a signed and dated power of attorney must be enclosed to the form. Forms of power-of-attorney in Swedish and English are available on the company's website, http://www.promorepharma.com. If the power of attorney is issued by a legal entity, a copy of the registration certificate or an equivalent authority document for the legal entity must be appended.
SHAREHOLDERS' RIGHT TO RECEIVE INFORMATION
The shareholders are reminded of their right to receive information under Chapter 7 Section 32 of the Swedish Companies Act. A request for such information will be made in writing to
PROPOSED AGENDA
1. Opening of the meeting and election of chairman of the meeting
2. Preparation and approval of voting list
3. Approval of the agenda
4. Election of one or two people to approve the minutes
5. Examination of whether the meeting has been duly convened
6. Presentation of the annual report and auditor's report, and also the group accounts and auditor's report for the group
7. Decisions on:
1. adoption of the profit and loss account and balance sheet, and also the consolidated profit and loss account and consolidated balance sheet;
b) allocation of the company's loss in accordance with the adopted balance sheet and
c) discharge from liability towards the company for the directors and the CEO
1. Determination of the number of directors, alternate directors and auditor and alternate auditor
2. Determination of the fees for the directors and for the auditor
3. Election of directors, Chairman of the Board and auditor, and, when applicable, alternate directors and an alternate auditor
4. Decision on authorisation to issue new shares, convertible instruments and warrants
5. Decision on amendment of the articles of association
6. Closure of the meeting
DECISIONS PROPOSED BY THE NOMINATION COMMITTEE
Election of Chairman of the meeting (item 1)
The Nomination Committee proposes that
Determination of the number of directors, alternate directors and auditor and alternate auditor (item 8)
The Nomination Committee proposes that the Board will be composed of six directors, with no alternates, for the period until the next AGM. The Nomination Committee proposes that the company will have one auditor and no alternate.
Determination of the fees for the directors and for the auditor (item 9)
The Nomination Committee proposes that the fees for the directors will be unaltered and paid as follows. The Chairman of the Board will receive
Fees will be paid to the auditor on current account.
Election of directors, Chairman of the Board and auditor, and, when applicable, alternate directors and an alternate auditor (item 10)
The Nomination Committee proposes re-election of Marianne Dicander Alexandersson,
Information about the proposed directors is available on the company's website: http://www.promorepharma.com.
The Nomination Committee proposes that the registered audit company
DECISIONS PROPOSED BY THE BOARD
Preparation and approval of voting list (item 2)
The voting list proposed for approval is the voting list that has been established by
Election of one or two people to approve the minutes (item 4)
The Board proposes that one person is appointed to approve the minutes and proposes Erik Magnsson, or if he is prevented, the person instead appointed by the Board, be elected to approve the minutes of the Meeting. The task of approving the minutes of the Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the Meeting.
Decision on the allocation of the company's loss in accordance with the adopted balance sheet (item 7 b)
The Board proposes that no dividend will be paid, and that the company's accumulated loss will be carried forward.
Decision on authorisation to issue new shares, convertible instruments and warrants
The Board proposes that the general meeting authorizes the Board, on one or several occasions during the period up to the next Annual General Meeting, to resolve upon an issue new shares, convertible instruments and warrants in accordance with the following.
The Board will be authorized to resolve upon a new issue of shares, convertible instruments and warrants with or without deviation from the shareholders' preferential rights and/or with terms on payment-in-kind, set-off or otherwise with particular terms and conditions.
Upon disapplication from the shareholders' preferential rights, the subscription price will be determined based on the share's, convertible instrument's or warrant's market value at the time of each issue, and where applicable be subject to an issue discount at market rate.
The total number of shares to be issued, shares pursuant to convertible instrument and shares pursuant to warrants will be not more than 7,285,672, new shares, corresponding to a dilution of approximately 20 per cent.
The purpose of the proposal and the possibility of disapplication from the shareholders' preferential rights, is to increase the flexibility in acquisitions or capital raising.
The Board, or any person appointed by the Board, is authorized to make any minor adjustments to the resolution which may be required in conjunction with the registration with the Swedish Companies Office or because of other formal requirements.
A valid resolution in accordance with the Board's proposal requires that the proposal be approved by shareholders representing at least two thirds of both the votes cast as well as the shares represented at the meeting.
A shareholder wishing to participate in the general meeting must be listed as a shareholder in a printout or other presentation of the share register reflecting the circumstances five weekdays before the general meeting, and so notify the company no later than the day stated in the notice of the general meeting. Last mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve,
A shareholder wishing to participate in the general meeting shall notify the company no later than the day stated in the notice of the general meeting. Last mentioned day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve,
The shareholder or administrator who, on the record day, is entered in the share register and in a securities depository register under Chapter 4 in the Swedish Financial Instruments Accounts Act (1998:1479) or entered in securities depository accounts under Chapter 4 Paragraph 18 First section 6-8 in above mentioned act, is assumed to be authorised to exercise the rights stated in Chapter 4 Paragraph 39 of the Swedish Companies Act (2005:551).
The shareholder or administrator who, on the record day, is entered in the share register and in a securities depository register under Chapter 4 in the Swedish Central Securities Depositories and Swedish Financial Instruments Accounts Act (1998:1479) or entered in securities depository accounts under Chapter 4 Paragraph 18 First section 6-8 in above mentioned act, is assumed to be authorised to exercise the rights stated in Chapter 4 Paragraph 39 of the Swedish Companies Act (2005:551).
The Board of Directors may collect powers of attorney in accordance with the procedures specified in Chapter 7, Section 4, Paragraph 2 of the Swedish Companies Act (2005:551).The Board of Directors may decide, prior to a general meeting of shareholders, that the shareholders be permitted to exercise their voting rights by post prior to the general meeting. A valid resolution in accordance with the Board's proposal requires that the proposal be approved by shareholders representing at least two thirds of both the votes cast as well as the shares represented at the meeting.
DOCUMENTS
The Board's and the Nomination Committee's complete proposals as well as accounting documents and the auditor's report will be available at the company and on the company's website http://www.promorepharma.com for at least three weeks immediately before the meeting. Copies of these documents will be sent immediately, and at no cost to the recipient, to shareholders who so request and state their postal address. The documents will also be available at the meeting.
NUMBER OF SHARES AND VOTING RIGHTS
The total number of shares in the company as of the date of this notice is 36,428,362, representing a total of 36,428,362 voting rights. As of that date the company does not own any of its own shares.
Solna
Board of Directors
Contact:
CEO
Phone: [+46] 736 777 540
E-mail: jonas.ekblom@promorepharma.com
CFO
Phone: [+46] 708 565 245
E-mail: erik.magnusson@promorepharma.com
Promore Pharmas
Certified Adviser
Tel: [+46] 8-463 83 00
E-mail: certifiedadviser@penser.se
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