NOTICE OF ANNUAL GENERAL MEETING IN PERPETUA MEDICAL AB (PUBL)
The shareholders of Perpetua Medical AB (publ), reg. no. 556723-6418 (the "Company"), are hereby noticed to attend the Annual General Meeting (the “AGM”) on June 14, 2024 at 11 AM at Clarion Hotel Gillet's premises, Dragarbrunnsgatan 23, Uppsala.
Right to participate in the meeting
Shareholders who wish to attend the annual general meeting must:
- be registered in their own name (not nominee-registered) in the share register maintained by Euroclear Sweden AB on the record date for the meeting, which is Wednesday, June 5, 2024,
- notify the Company of their participation so that the notification is received by the Company no later than Wednesday, June 12, 2024, via email to [email protected].
Nominee-registered shares
Shareholders who have nominee-registered their shares must, in order to exercise their voting rights and attend the meeting, temporarily register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting rights registration), so that they are registered in the share register maintained by Euroclear Sweden AB on June 5, 2024. This means that shareholders must notify their request to the nominee well in advance of this date. Voting rights registrations requested by shareholders in such time that the registration has been made by the relevant nominee no later than Monday, June 10, 2024, will be taken into account in the preparation of the share register.
Proxy
Shareholders intending to attend by proxy shall issue a written and dated power of attorney to the proxy. The power of attorney may not be issued more than five years before the day of the meeting. The original power of attorney, as well as a certificate of registration and other documents showing the authorized representative of a legal entity, shall be sent to the Company at the address above. The Company provides proxy forms upon request, which are also available on the Company's website, www.perpetuamedical.se, and will also be sent to shareholders upon request.
Number of shares and votes
At the time of issuing this notice, the Company has a total of 108,520,176 series B shares and 0 series A shares. Each B share represents one vote. The Company does not hold any treasury shares.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting
- Establishment and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and audit report
- Resolutions regarding: a) adoption of the income statement and balance sheet, b) disposition of the Company's result according to the adopted balance sheet, and c) discharge from liability for the board members and the managing director
- Determination of fees for the board and auditor
- Election of board members and auditor
- Decision on authorization for the board to make decisions on issuance
- Closing of the meeting
Proposal for resolutions
Item 1 – Election of chairman of the meeting
Erik Hedlund, or the person appointed by the board in Erik Hedlund's absence, is proposed by the board as chairman of the meeting.
Item 7b) – Resolution on the disposition of the Company's result according to the adopted balance sheet
The board proposes that the accumulated loss of SEK -6,425,073 be transferred to retained earnings.
Item 8 – Determination of fees for the board and auditor
It is proposed that fees to the board members for the period until the next annual general meeting shall be SEK 150,000 to the chairman and SEK 100,000 to each of the other board members. It is proposed that fees to the auditor for the period until the next annual general meeting shall be in accordance with an approved invoice.
Item 9 – Election of board members and auditor
It is proposed that the number of ordinary board members shall be four (4) without deputies.
Re-election of all board members is proposed, i.e., Erik Hedlund, Ragnar Linder, Henrik Magnusson Hjort, and Anders Hedlund. Re-election of Erik Hedlund as chairman of the board is proposed.
The board proposes re-election of the registered audit firm Folkesson Råd & Revision AB with Sten Eriksson as the main responsible auditor.
Item 10 – Decision on authorization for the board to make decisions on issuance
The board proposes that the general meeting authorizes the board, on one or more occasions, for the period until the next annual general meeting, to decide on the issuance of shares, warrants, and/or convertible instruments. The board shall be able to decide on issuance with deviation from shareholders' preferential rights and/or with provisions on contribution in kind, set-off or otherwise with conditions. The board shall be able to make decisions resulting in an increase in share capital up to the limit for share capital according to the articles of association that exists when the authorization to issue shares is first utilized.
Issuance in accordance with this authorization shall be made on market terms. The board shall be entitled to determine the other terms for issuances under this authorization and who shall have the right to subscribe for the shares, warrants, and/or convertible instruments. The reason for the board to be able to decide on issuance with deviation from shareholders' preferential rights and/or with provisions or conditions as above is that the Company shall be able to issue shares, warrants, and/or convertible instruments to raise new capital and enable the board to direct issuances to investors that the board deems strategically important for the Company. If the board finds it appropriate to facilitate the delivery of shares in connection with a new issuance as above, this may also be made at a subscription price corresponding to the share's quota value.
Majority requirements
Decisions pursuant to item 10 above require the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Questions to the board and CEO
The board and CEO shall, if requested by any shareholder and the board considers that it can be done without material harm to the Company, provide information on conditions that may affect the assessment of an item on the agenda or the Company's financial situation, as well as the Company's relationship to another group company. Those who wish to submit questions in advance may do so to Perpetua Medical AB (publ), Ekeby Bruk 2N, 752 63 Uppsala, or via email to [email protected].
Provision of documents
The annual report and audit report, as well as other documents according to the Swedish Companies Act, will be made available on the Company's website and at the Company's office at Perpetua Medical AB (publ), Ekeby Bruk 2N, 752 63 Uppsala, no later than Friday, May 24, 2024. The documents will be sent free of charge to shareholders who request it and provide their postal address. In connection with the annual general meeting, the Company will process personal data in accordance with its privacy policy, which is available on the Company's website, www.perpetuamedical.se.
_____________________
Uppsala in May, 2024
Perpetua Medical AB (publ)
The Board of Directors