NOTICE TO EXTRAORDINARY GENERAL MEETING IN PHARMACOLOG I UPPSALA AB (PUBL)
The shareholders of Pharmacolog i Uppsala AB (publ), reg. no. 556723-6418 (the "Company"), are hereby invited to an extraordinary general meeting on Tuesday, April 16, 2024 at 11:00 a.m. in Clarion Hotel Gillet's premises at Dragarbrunnsgatan 23, Uppsala.
Right to attend the meeting
Shareholders who wish to attend the meeting must:
- be registered in their own name (not nominee registered) in the share register kept by Euroclear Sweden AB on the record date for the meeting, i.e. Monday, April 8, 2024,
- notify the Company of their participation so that the notification is received by the Company no later than Friday, April 12, 2024, to the address Ekeby Bruk 2N, 752 63 Uppsala or by e-mail to [email protected].
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be able to exercise their voting rights and participate in 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 the shareholder is entered in the share register maintained by Euroclear Sweden AB as of April 8, 2024. This means that shareholders must notify the nominee of their request well in advance of this date. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than Wednesday, April 10, 2024 will be taken into account in the production of the share register.
Proxies
Shareholders who intend to attend by proxy must issue a written and dated power of attorney for the proxy. The power of attorney must not have been issued earlier than five years before the date of the meeting. The original of the power of attorney and the registration certificate and other authorization documents evidencing the authorized representative of a legal entity shall be sent to the Company at the above address. The Company will provide a proxy form upon request and this is also available on the Company's website, www.pharmacolog.com, and will be sent to the shareholders who request it.
Number of shares and votes
At the time of issue of this notice, the Company has a total of 108,520,176 shares of series B and 0 shares of series A. Each Class B share represents one vote. The Company does not hold any own shares.
Proposal for the agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two verifiers
- Examination of whether the meeting has been duly convened.
- The Board of Directors' report on the proposed new business, the new name and the resulting new Articles of Association.
- Resolution on new Articles of Association for the Company.
- Closing of the meeting
Proposed resolutions
Item 1 - Election of chairman of the meeting
Anders Hedlund, or the person appointed by the Bard of Directors if Anders Hedlund is prevented from attending, is proposed by the Board of Directors as chairman of the meeting.
Item 7 - Resolution on new Articles of Association for the Company
The board of directors proposes that § 1 Company name in the Articles of Association shall read: "The company's company name is Perpetua Medical AB (publ). The company is public." In the event that the proposed name, for any reason, is not approved by the Swedish Companies Registration Office, the Board of Directors proposes the following alternative names in the order indicated: Perpetua Life AB (publ), Perpetua Group AB (publ) and Perpetua Holdings AB (publ).
The Board of Directors proposes that § 3 Operations shall read: "The company shall, through wholly and partly owned subsidiaries, develop, manufacture, market and sell products and solutions within the health care sector, and engage in other activities compatible therewith.
Otherwise, the Board proposes no changes to the Articles of Association.
Questions to the Board of Directors and the CEO
The Board of Directors and the CEO shall, if any shareholder so requests, and the Board of Directors believes that it can be done without significant damage to the Company, provide information on circumstances that may affect the assessment of an item on the agenda or the Company's financial situation, and the Company's relationship with another group company. Those who wish to submit questions in advance can do so to Pharmacolog i Uppsala AB (publ), Ekeby Bruk 2N, 752 63 Uppsala or by e-mail to [email protected].
In connection with the EGM, the Company will process personal data in accordance with its privacy policy, which is available on the Company's website, www.pharmacolog.com.
Uppsala in March 2024
Pharmacolog i Uppsala AB (publ)
The Board of Directors