NOTICE TO ANNUAL GENERAL MEETING IN CHROMOGENICS AB
Shareholders of ChromoGenics AB, reg. no 556630-1809 are hereby summoned to the annual general meeting to be held on 25 June 2024 at 10.00 CEST at Clarion Hotel Gillet on Dragarbrunnsgatan 23 in Uppsala.
The registration to the meeting will open at 9.30 CEST.
Right to participate and notice of participation
A shareholder who wishes to participate at the annual general meeting must:
| (i) | be recorded in the share register maintained by Euroclear Sweden AB on 14 June 2024, and |
| (ii) | notify the company of its intention to participate by post to ChromoGenics AB, Ullforsgatan 15, 753 28 Uppsala, or by e-mail to [email protected], no later than 18 June 2024. |
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 14 June 2024, voting right registrations completed by the nominee no later than 18 June 2024 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 18 June 2024.
Participation by proxy
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to ChromoGenics AB, Ullforsgatan 15, 753 28 Uppsala, or by e-mail to [email protected]. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the company's website, www.chromogenics.com.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons who shall approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor's report
- Resolution on:
- approval of the income statement and balance sheet
- the allocation of the company's results according to the approved balance sheet
- discharge from liability of the board members and the managing director
- Determination of the number of board members and auditors
- Determination of renumeration to be paid to the board members and auditors
- Election of board members, chairman of the board of directors and auditors
- Resolutions to amend the articles of association
- Resolution regarding authorisation for the board of directors to resolve on issue of shares, warrants and/or convertibles
- Closing of the meeting
PROPOSALS FOR RESOLUTION
Item 8 (b) – Resolution on the allocation of the company’s profit or loss according to the approved balance sheet
The board of directors proposes that the year's result shall be carried forward.
Item 9 – Determination of the number of board members and auditors
The nomination committee, consisting of Gerald Engström, chairman, Bengt Josefsson, Lennart Jarvén and the chairman of the board of directors Johan Hedin (the "Nomination Committee") proposes that the number of board members, for the period until the end of the next annual general meeting, shall be five, without any deputy board members. Furthermore, the Nomination Committee proposes that the company, for the period until the end of the next annual general meeting, shall have one auditor, without any deputy auditors.
Item 10 – Determination of renumeration to be paid to the board members and auditors
The Nomination Committee proposes that the renumeration to the board of directors for the period until the end of the next annual general meeting remains unchanged. The chairman is proposed to receive SEK 200,000 and each of the other board members are proposed to receive SEK 100,000.
The Nomination Committee proposes that the auditor shall be paid according to approved invoices.
Item 11 – Election of board members, chairman of the board and auditors
The Nomination Committee proposes re-election of Johan Hedin, Anders Brännström, Andreas Jaeger, Fredrik Andersson and Sirpa Engman as board members, all for the period until the end of the next annual general meeting. Furthermore, the Nomination Committee proposes re-election of Johan Hedin as chairman of the board for the period until the end of the next annual general meeting.
The Nomination Committee proposes that the registered auditing company Öhrlings PricewaterhouseCoopers AB is re-elected as the company's auditor for the period until the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has informed the company that, provided that the Nomination Committee's proposal is approved by the annual general meeting, the authorised accountant Niclas Bergenmo will be the auditor in charge.
Item 12 - Resolution to amend the articles of association
The board of directors' proposal to amend § 4 of the articles of association
§ 4 in the articles of association is proposed to have the following wording.
Proposed wording
The share capital shall not be less than SEK 36,000,000 and not more than SEK 144,000,000.
The board of directors' proposal to amend § 5 of the articles of association
§ 5 in the articles of association is proposed to have the following wording.
Proposed wording
The number of shares shall be not less than 6,000,000 and not more than 24,000,000.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.
Item 13 - Resolution regarding authorisation for the board of directors to resolve on issue of shares, warrants and/or convertibles
The board of directors proposes that the annual general meeting resolves to authorise the board, on one or several occasions and for the period up to the next annual general meeting, to resolve to issue new shares, warrants and/or convertibles, with or without deviation from the shareholders’ pre-emptive rights. The number of shares that may be issued and the number of shares to which conversion/subscription may be made shall be accommodated within the limits of the articles of association applicable from time to time. New issues may be made with or without provisions concerning payment in kind, set-off or other provision specified in Chapter 13, Section 5, first paragraph, 6, Chapter 14, Section 5, first paragraph, 6, and Chapter 15, Section 5, first paragraph, 4, of the Swedish Companies Act.
The purpose of the authorisation is to provide flexibility to the board of directors in its work to ensure that the company in an appropriate manner can raise capital and acquire companies, businesses, and other assets.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.
Documentation etc.
The annual report, the auditor's report and other supporting documentation for resolutions will be available at the company's offices Ullforsgatan 15, 752 28 Uppsala, and website, www.chromogenics.com, no later than three weeks prior to the meeting and will be sent to shareholders who so request and provide their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB's website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. ChromoGenics AB has corporate registration number 556630-1809 and its registered office is in Uppsala.
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Uppsala in May 2024
ChromoGenics AB
The board of directors
