Notice of annual general meeting in Chosa Oncology AB
The shareholders of Chosa Oncology AB, Reg. No. 559037-2271, are invited to attend the annual general meeting to be held on Friday 26 May 2023 at 09.00 a.m. at Medicon Village, in the main building the Spark, conference room Collaboraction, Scheeletorget 1, Lund, Sweden.
Right to participate and notification
Shareholders wishing to participate in the annual general meeting must:
- partly be listed in the company’s share register kept by Euroclear Sweden AB as of Wednesday 17 May 2023; and
- partly have given a notice of their intent to participate to the company no later than on Monday 22 May 2023 by post to Chosa Oncology AB, Att. Alexandra Ellervik, Medicon Village AB, SE-223 81 Lund, Sweden, by e-mail to [email protected] or by telephone to +46(0) 737 51 72 78. The notification should specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).
Trustee registered shares
Shareholders whose shares are registered in the name of a bank or other nominee or trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so-called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than Monday 22 May 2023. Accordingly, shareholders must notify their trustee and request such voting rights registration well before this date.
Proxy etc.
A proxy representing a shareholder must bring a valid written power of attorney to the annual general meeting that is dated and signed by the shareholder. The power of attorney shall not be dated more than one year before the date of the annual general meeting, unless it specifically stipulates that it will remain valid and in effect for a longer period of time (but not longer than five years). Should the power of attorney be issued by a legal entity, a copy of a registration certificate (Sw. registreringsbevis) or equivalent document shall be presented at the meeting. In order to facilitate the preparations before the meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation submitted in advance. A template power of attorney can be found at the company’s website (www.chosaoncology.com) and will be sent by mail to the shareholders who request it and state their address.
Proposed agenda
- Opening of the meeting.
- Election of Chairman of the meeting.
- Preparation and approval of the register of voters.
- Approval of the agenda.
- Election of one or two persons to confirm the minutes.
- Determination as to whether the meeting has been duly convened.
- Address by the CEO.
- Submission of the Annual Report and Audit Report and the Consolidated Annual Report and the Consolidated Audit Report.
- Resolution on
a) adoption of the profit and loss statement and balance sheet and the consolidated profit and loss statement and the consolidated balance sheet;
b) distribution of the company’s profit according to the adopted balance sheet; and
c) discharge from liability for the members of the board and the CEO.
- Determination of the number of board members and deputies as well as the number of auditors and deputy auditors.
- Determination of remuneration for the board members and the auditor.
- Election of board members and auditor.
- Resolution on authorization regarding issues.
- Closing of the meeting.
Proposed resolutions
Item 1: Election of Chairman of the meeting
The major shareholder Buhl Krone Holding ApS (the ”Proposer”) proposes that lawyer Ola Grahn is elected as Chairman of the meeting.
Item 8 b): Resolution on distribution of the company’s profit according to the adopted balance sheet
The board proposes that no dividend is paid and that available funds are carried forward.
Item 9: Determination of the number of board members and deputies as well as the number of auditors and deputy auditors
The Proposer proposes that five ordinary board members, without deputies, are elected until the end of the next annual general meeting. The Proposer further proposes that one registered public accounting firm is appointed as auditor, without deputy, is elected as auditor until the end of the next annual general meeting.
Item 10: Determination of remuneration for the board members and the auditor
The Proposer proposes that remuneration to the board shall be paid with SEK 150,000 to the Chairman of the board for the period until the end of the next annual general meeting, and that each of the board members shall receive SEK 75,000 for the same period. However, board remuneration shall not be paid to Claus Frisenberg Pedersen and Ulla Hald Buhl.
The Proposer further proposes that remuneration to the auditor shall be paid in accordance with customary norms and approved invoice.
Item 11: Election of board members and auditor
The Proposer proposes that Neil Goldsmith, Ingrid Atteryd Heiman, Lars Hedbys, Claus Frisenberg Pedersen and Ulla Hald Buhl are re-elected as ordinary board members, and that Lars Hedbys is elected as new Chairman of the board. Neil Goldsmith has declined re-election as Chairman of the board.
Information on the board members who are proposed for re-election can be found in the Annual Report and on the company’s website (www.chosaoncology.com).
Furthermore, the Proposer proposes that Deloitte AB is re-elected as auditor. Deloitte AB has informed that Magnus Andersson will continue to be appointed as the responsible auditor.
Item 12: Resolution on authorization regarding issues
The board proposes that the annual general meeting resolves to authorize the board, up until the next annual general meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to issue shares, convertibles and/or warrants.
The reason for why a deviation from the shareholders’ preferential rights should be possible is to enable the company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. To the extent that the authorization is used for an issue with deviation from the shareholders’ preferential rights, the issue shall take place on market terms.
Particular majority requirements
For valid resolution on the proposal pursuant to item 12, the proposal has to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.
Information at the annual general meeting
Shareholders present at the annual general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Provision of documents
Accounting documents, the complete proposals and other documents before the annual general meeting will be available at the company’s office at Medicon Village, Scheeletorget 1, SE-223 81 Lund, Sweden and at the company’s website (www.chosaoncology.com) as from no later than three weeks before the annual general meeting, and will also be sent to shareholders who request it and state their address. Copies of the documents will also be available at the annual general meeting.
Number of shares and votes in the company
As of the date of this notice to attend the annual general meeting, the total number of shares and votes in the company amounts to 62,774,633. The company does not hold any own shares.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Lund in April 2023
Chosa Oncology AB (publ)
The Board of Directors
