Notice to attend the Annual General Meeting Insplorion AB (publ)
Shareholders of Insplorion AB (publ) 556798-8760, are hereby given notice to the Annual General Meeting to be held on Wednesday, May 10, 2023 at 3 p.m. at Biotech Center, Arvid Wallgrens backe 20 (7th floor), in Gothenburg. Registration begins at 2:30 p.m.
Shareholders who wish to attend the Annual General Meeting must be entered in the share register kept by Euroclear Sweden AB by May 2, 2023, and must also notify the Company of their attendance no later than May 4, 2023 at 12 p.m. Notification shall be sent by email to [email protected] or in writing to the Company’s postal address: Insplorion AB, Arvid Wallgrens Backe 20, 413 46 Göteborg, Sweden.
Shareholders whose shares are in a custody account, through a bank, broker or other nominee, must request the re-registration of their shares in their own names in the share register in order to be entitled to attend the general meeting (registration for voting rights). Such registration may be temporary and must be duly effected with Euroclear no later than May 2, 2023, for the shareholder to be entitled to attend the general meeting. The shareholders must therefore advise their nominees well in advance of that date and request that the shares be registered for voting rights. The preparation of share register as of the record date on Tuesday, May 2, 2023 will take into account voting rights registrations that have been made no later than Thursday, May 4, 2023.
If a shareholder is to be represented by proxy, the shareholder must issue a dated power of attorney to the proxy. The power of attorney may not be issued earlier than one year before the date of the annual general meeting, unless a longer validity period is specified in the power of attorney, but no longer than five years from the issuance. The original of the power of attorney must be submitted to the Company, to the address above, well in advance of the AGM. Shareholders wishing to be represented by proxy can obtain a form for power of attorney through the Company. A form for power of attorney is also available on the Company's website, www.insplorion.com/arsstamma. Proxies representing a legal person must attach a copy of the certificate of registration or other appropriate document.
Agenda of the Annual General Meeting in accordance with the Articles of Association
- Election of the Chairman of the general meeting
- Establishment and approval of the list of voters
- Presentation and approval of the agenda
- Appointment of one or two persons to countersign the minutes
- Determination of whether the Annual General Meeting has been duly convened
- Presentation of the annual accounts and the auditor’s report, and, when applicable, of the consolidated accounts and auditor’s report
- Resolutions
- on approval of the income statement and balance sheet, and, when applicable, of the consolidated income statement and consolidated balance sheet
- on allocations in respect of profit or loss according to the approved balance sheet
- on discharge from liability for the board members and the CEO
- Determination of remuneration to the board members and the auditor
- Election of board members and auditors
- Resolution on the Nomination Committee for the Annual General Meeting 2024
- Resolution on authorization for the Board of Directors
- Closing of the general meeting
The annual report will be published on the Company's website, www.insplorion.com/arsstamma, no later than three weeks prior to the Annual General Meeting, and will be sent to shareholders upon request.
Proposed resolutions for items 1, 7 b and 8-11 of the agenda. Proposed resolutions for items 1, 8-10 are provided by the Nomination Committee, consisting of Mikael Hägg, Elin Langhammer and Håkan Krook. Proposed resolution for item 7b and 11 is provided by the board of directors.
1. It is proposed that Chairman of the board Jonas Ehinger is elected Chair of the Annual General Meeting.
7.b) The Board of Directors proposes that no dividend be paid
8. It is proposed that a fee of SEK 200,000 be paid to the Chairman of the Board and a fee of SEK 100,000 to each of the other board members. It is proposed that remuneration to the auditor shall be paid on open account.
9. The Nomination Committee proposes that Jonas Ehinger (Chairman of the Board), Jan Burenius, and Magnus Jonsson to be re-elected. Hedvig Paradis and Daniel Johansson are proposed new board members. The proposed board members are presented below and in more detail on the company's website www.insplorion.com
Ulla-Britt Fräjdin-Hellqvist and Anders Sandell have both declined re-election.
The nomination committee proposes re-election of the audit company KPMG until the end of the annual general meeting in 2024. If KPMG is re-elected, the nomination committee has been informed that the authorized auditor Daniel Haglund will be appointed as principal auditor.
10. The chairman of the board shall, as soon as the registered ownership relationships in the Company as of September 31 are known, contact the three largest registered shareholders in terms of votes and ask them to appoint one member each to the election committee. If any shareholder declines to appoint a representative, the following shareholders in order of size must then be given the opportunity to appoint a representative until three owner representatives have been appointed. The members thus appointed shall constitute the election committee.
11. The board of directors proposes that the general meeting authorizes the board to, on one or more occasions, during the period until the next annual general meeting, with or without preferential rights for the shareholders, decide on issue of shares, issue of convertibles and warrants. The issuance decision must be made against cash payment and/or with a provision for in-kind or set-off or that subscription must be made under other conditions. The reason why the board must be able to decide on an issue with a deviation from the shareholder's pre-emptive right and/or with a provision for in-kind and set-off issue or else with conditions as above is that the company must be able to issue shares, warrants and/or convertibles in connection with the acquisition of companies or movements, as well as being able to carry out targeted issues with the aim of acquiring capital for the company. Issuance may take place of the equivalent of a total of no more than 20 percent of the company's share capital at the time the authorization is used. The board or the appointed party is authorized to make the minor adjustments required for the registration of the decision at the Swedish Companies Registration Office.
For a decision to be valid according to this point, it is required that the decision be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the annual general meeting.
Shares and votes
As of April 12, 2023, there are 13,090,234 shares in the Company, representing 13,090,234 votes in total. All shares belong to the same class. As of April 12, 2023, the Company has no shareholding of its own.
Information at the Annual General Meeting
The Board of Directors and the Managing Director shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda and on circumstances which may affect the assessment of the Company's financial position. Those wishing to submit questions in advance may do so by email at [email protected].
Processing of personal data
For information about the processing of your personal data in connection with the Annual General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Gothenburg, April 2023
The Board of Directors
Insplorion AB (publ)
