The shareholders in
Right to participate in the general meeting
Shareholders who wish to participate at the extraordinary general meeting shall:
on Wednesday
notify the Company of his or her intention to attend the general meeting no later than Monday
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.
Nominee-registered shares
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
Proxy
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.
Proposed agenda- Opening of the general meeting and election of chairman of the general meeting
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Preparation and approval of the voting list
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Election of one or two persons to verify the minutes
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Determination as to whether the meeting has been duly convened
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Approval of the agenda
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Resolution on reduction of the share capital
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Resolution
a) to amend the articles of association and
b) on the subsequent approval of the board's resolution regarding new issue of units
- Election of new member of the board of directors
- Closing of the general meeting
Proposals to resolutions
Item 1 - Election of chairman of the general meeting
The board of directors proposes that
Item 6 - Resolution on reduction of the share capital
The board of directors proposes that the general meeting resolves on a reduction of the Company's share capital by
It is noted an approval of the board's resolution regarding the rights issue in accordance with item 7b) below implies that the share capital will be increased to the same extent as the reduction of the share capital in this item, which means that no approval from the Swedish Companies Registration Office is required.
Item 7 - Resolution a) to amend the articles of association and b) on the subsequent approval of the board's resolution regarding the new issue of units
a) The board's proposal for a resolution to amend the articles of association
In order to enable the new issue of units according to item b) below, the board proposes that the general meeting resolves that the limits of the articles of association for the number of shares are changed from a minimum of 100,000,000 and a maximum of 400,000,000 to a minimum of 600,000,000 and a maximum 2,400,000,000. § 5 of the articles of association are therefore proposed to read as follows:
"§ 5 Number of shares
The number of shares shall be not less than 600,000,000 and not more than 2,400,000,000."
A resolution to amend the articles of association requires that the general meeting also resolves to approve the board's decision to issue units in accordance with item 7b) below and is therefore conditional upon such approval.
b) The subsequent approval of the board's resolution regarding the new issue of units
On
The board of directors of
- Each unit consists of ten (10) shares and four (4) warrants of series TO3. This means that a maximum of 1,194,600,070 new shares and a maximum of 477,840,028 new warrants can be issued.
- The right to subscribe for units shall with preferential rights belong to those who, on the record date for the rights issue -
11 December 2023 - are recorded as shareholders of the Company, where one (1) existing share shall entitle to one (1) unit right. - Should all units not be subscribed based on unit rights, the board shall resolve on the allocation of units without unit rights. Allocation will then be made in accordance to the following:
(i) firstly, allocation without preferential rights shall be made to those who have also subscribed for units with unit 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 units subscribed for with unit rights;
(ii) secondly, allocation of units subscribed for unit rights shall be made to those who have subscribed for units without unit rights, and, in the case of oversubscription, pro rata to the number of units subscribed for in the respective request, and insofar allocation cannot be done pro rata, allocation will be done by lots; and
(iii) thirdly and lastly, allocation of units subscribed for without unit 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 lots.
- The record date for participation in the rights issue shall be
11 December 2023 . -
Subscription of units based on unit rights shall be made by simultaneous cash payment during the period from and including
13 December 2023 to and including27 December 2023 . The board shall have the right to extend the subscription and payment period. -
Subscription of units without subscription rights shall be made on a separate subscription list during the same period, from and including
13 December 2023 to and including27 December 2023 . Payment for units that are subscribed without subscription rights shall be made by cash payment according to instruction on contract note, however not later than five (5) banking days from receipt of the contract note. The board shall have the right to extend the subscription and payment period. -
The units are issued at a subscription price of
SEK 0.40 per unit, which corresponds to a subscription price ofSEK 0.04 per share. The warrants are issued free of charge. If all units are subscribed and paid for, the Company will receive a total ofSEK 47,784,002.80 before transaction costs (to avoid any misunderstanding: any liquidity for the subscription of warrants is not included in this amount). -
Each (1) warrant of series TO3 shall entitle to subscription of one (1) new share in the Company at a subscription price corresponding to 70 percent of the average volume-weighted share price of the Company's share during the period from
5 April 2024 up to and including19 April 2024 , however, not less than the shares then current quota value. Subscription of shares with warrants of series TO3 shall take place during the period from22 April 2024 up to and including3 May 2024 . The terms and conditions that shall apply for the warrants are attached in a separate document. - The part of the subscription price that exceeds the quota value of the shares (both those issued in connection with the resolution and shares subscribed for with warrants) shall be added to the free premium fund.
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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 . Shares subscribed for with warrants entitle to dividends for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept byEuroclear Sweden AB . - The resolution on the rights issue requires an amendment of the articles of association and that the general meeting resolves on reduction of the share capital in accordance with the board's proposal.
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
Item 8 - Election of new member of the board of directors
Election is proposed of
Assuming
Majority requirements
Since the general meeting's approval of the board's resolution to issue units (item 7 a)) requires amendment of the articles of association according to item 7 b), these two proposals shall be considered together. 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 resolution according to item 6 (reduction of the share capital).
Number of shares and votes
There are a total of 119,460,007 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 info@prostatypegenomics.com.
Documents
The board's proposals for resolutions and documents according to chapter 13 and chapter 14 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
The board of directors
https://news.cision.com/prostatype-genomics-ab/r/notice-of-extraordinary-general-meeting-in-prostatype-genomics-ab--publ-,c3870637
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