Notice of Annual General Meeting in Phase Holographic Imaging PHI AB (publ)
The shareholders of Phase Holographic Imaging PHI AB (publ), reg. nr. 556542-7811, are hereby invited to attend the annual general meeting on the 31 October 2024 at 11.00 at the company´s office at Skiffervägen 48 in Lund.
Right to participate and notification
Shareholders who wish to participate in the annual general meeting must:
- be entered into the share register maintained by Euroclear Sweden AB on 23 October 2024.
- give notice to the company no later than 25 October 2024.
Notification of participation can be made by e-mail to [email protected]. Notification can also be made in writing to Phase Holographic Imaging PHI AB, Skiffervägen 48, 224 78 Lund, Sweden. The notification shall state the full name, personal identity number or corporate identity number, shareholding, address, daytime telephone number, email address and, where applicable, information about representatives and advisors (maximum 2). Where applicable, the notification should be accompanied by powers of attorney, registration certificates and other authorisation documents.
Proxy etc.
If a shareholder is to be represented by a proxy, the proxy must bring a original, written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but not more than five years) has been stated in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorisation document for the legal entity. In order to facilitate a smooth entry process, a copy of the power of attorney and other authorisation documents should be attached to the notification to the meeting. Proxy forms are available on the company's website, www.phiab.com. The power of attorney form can also be ordered by e-mail as described above.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee, through a bank or other nominee, must, in order to be entitled to participate in the annual general meeting, register the shares in their own name with Euroclear Sweden AB through the nominee so that the shareholder is entered into the share register as of 23 October 2024. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as determined by the nominee. Voting rights registration made no later than 25 October 2024 will be taken into account in the preparation of the share register.
Proposed agenda:
- Opening of the meeting.
- Election of the chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the auditor's report.
- Decision on
- the adoption of the profit and loss account and the balance sheet;
- the appropriation of the company's profit or loss according to the adopted balance sheet;
- discharging the members of the board of directors and the CEO from liability.
- Determination of the number of board members, deputy board members, auditors and any deputy auditors or registered auditing firm.
- Determination of fees to the board of directors and auditors.
- Election of board members, deputy board members, auditors and any deputy auditors or registered auditing firm.
- Resolution to amend the articles of association.
- Resolution to authorise the board of directors to issue shares, etc.
- The meeting is closed.
Proposal for a decision:
Item 2 - Election of the chairman of the meeting
The board of directors proposes that attorney Micael Karlsson, from Advokatfirman Delphi, is elected chairman of the annual general meeting.
Item 8.b – Decision on the appropriation of the company's result according to the adopted balance sheet
The board of directors proposes that the annual general meeting allocate the company's result in accordance with the board of directors’ proposal in the annual report. The board of directors proposes that no dividend be paid for the financial year 2023/2024.
Item 9 - Determination of the number of board members, deputy board members, auditors and any deputy auditors or a registered auditing firm.
Neural AB proposes that six (6) ordinary board members without deputy board members be appointed and that a registered auditing company be appointed.
Item 10 - Determination of fees to the board of directors and auditors.
Neural AB proposes that fees to non-employed board members elected by the annual general meeting shall be paid with two (2) income base amounts to the chairman, with one (1) income base amount each to the other ordinary board members and with half (0,5) an income base amount to a deputy board member. For any additional work in addition to customary Board work, Board members shall be able to receive consultancy fees on a market basis.
Neural AB also proposes that audit fees shall be paid in accordance with approved invoices in accordance with customary billing standards.
Item 11 - Election of board members, deputy board members, auditors and any deputy auditors or registered auditing firm.
Neural AB proposes re-election of the board members Goran Dubravcic, Mats Lundwall, Mattias Lundin, Petter Björquist, John Moore and Peter Egelberg. Neural AB proposes that the board of directors shall elect the chairman of the board from among its members. Information about the board members can be found on the Company's website, www.phiab.com.
Neural AB proposes re-election of the accounting firm Mazars AB for the period until the next annual general meeting. Mazars AB has announced that the authorised auditor Anders Persson will be appointed as auditor in charge.
Item 12 – Resolution to amend the articles of association
In order to achieve more appropriate limits for shares and share capital, the Board of Directors proposes that the General Meeting resolves to amend § 4 and § 5 in the Company’s articles of association as follows.
| Current wording: | Proposed new wording: |
|
§ 4 Share Capital The company’s share capital shall be a minimum of SEK 2.400.000 and a maximum of SEK 9.600.000. |
§ 4 Share Capital The company’s share capital shall be a minimum of SEK 5.000.000 and a maximum of SEK 20.000.000. |
|
§ 5. Number of shares The number of share shall be a minimum of 12.000.000 shares and a maximum of 48.000.000 shares. |
§ 5. Number of shares The number of shares shall be a minimum of 25.000.000 shares and a maximum of 100.000.000 shares. |
Item 13 - Resolution to authorise the board of directors to issue shares etc.
The board of directors proposes that the general meeting authorises the board of directors to, on one or more occasions, during the period until the next annual general meeting, decide to increase the company's share capital by a maximum of SEK 785,787.6. The increase of the share capital may take place through a new issue of shares and/or convertibles and/or warrants entitling to conversion or subscription of a total of 3,928,938 shares. The board of directors shall be able to decide on such issue with deviation from the shareholders' preferential rights and with a provision for cash payment and/or payment in kind, set-off or otherwise with conditions in accordance with Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act. An issue in accordance with this authorisation shall be made at a market-based subscription price, subject to a market-based issue discount where applicable. The board of directors shall be entitled to determine the other terms and conditions for the issue in accordance with this authorisation and who shall be entitled to subscribe for new shares, convertibles and/or warrants.
The reason why the board of directors shall be able to resolve on an issue with deviation from the shareholders' preferential rights or otherwise with conditions as above is that the company shall be able to issue shares in connection with acquisitions of companies, technologies and/or businesses and be able to carry out issues for the purpose of raising capital for the company.
The board of directors or the person appointed by the board of directors is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office and Euroclear.
Majority requirements
A valid resolution in accordance with item 12 and item 13 requires that the resolution has been supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Available documents
The Annual Report, the auditor's report, full proposals for decisions and proxy forms will be available on the Company's website, www.phiab.com, and at the Company's offices, in accordance with the applicable regulations. Complete proposals for resolutions are included in the notice. The documents will be sent upon request to shareholders who state their postal address.
Information at the annual general meeting
Shareholders are informed of their right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005:551) on circumstances that may affect the assessment of an item on the agenda or the assessment of the Company's financial situation.
Processing of personal data
For information on how your personal data is processed in connection with the annual general meeting, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy%20notice%20BOSS%20-%20final%20220324.pdf.
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Lund in September 2024
Phase Holographic Imaging PHI AB (publ)
THE BOARD OF DIRECTORS
