Notice to the Annual General Meeting of Cline Scientific AB
The shareholders of Cline Scientific AB, 556867-8238, ("Cline Scientific" or "the Company"), are hereby invited to the annual general meeting on Tuesday June 18, 2024 in the Company's premises at AstraZeneca BioVentureHub. Since passage into AstraZeneca's (AZ) premises requires registration, this and registration of shareholders takes place in AZ's main entrance between 16:15-16:30, Pepparedsleden 1, 43153 Mölndal. Information about the decisions made by the AGM will be published on 18 June 2024 via the AGM Kommuniqué.
Right to participate and registration
Anyone who is registered as a shareholder in the share register kept by Euroclear Sweden AB on Monday 10 June 2024 has the right to participate in the meeting; and by Thursday 13 June 2024 at the latest have notified their participation and possible assistance to the company; either in writing to the company at Pepparedsleden 1, 43153 Mölndal or to: [email protected]. Due to registration requirements at AstraZeneca's premises, shareholders who have not registered in advance cannot be granted access to the meeting.
When reporting, the full name, social security or organization number, address, daytime telephone number and, where applicable, information about deputies, agents and assistants must be given. The number of assistants may be a maximum of two. In order to facilitate entry at the meeting, the notification should, where applicable, be accompanied by powers of attorney, registration certificate and other authorization documents.
Personal information, which is taken from the share register maintained by Euroclear Sweden AB, notification of participation at the general meeting and information about deputies, agents and assistants will be used for registration, preparation of the voter list for the general meeting and minutes of the general meeting.
Trustee-registered shares
Anyone who has had their shares registered by a trustee must, in order to have the right to participate in the meeting, have the shares registered in their own name through the trustee's care, so that the person concerned is registered in the share register maintained by Euroclear Sweden AB as of the record date of 10 June 2024. Such registration can be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective administrator's procedures, request that the administrator perform such voting rights registration. Voting rights registration that has been requested by shareholders in such a time that the registration has been made by the relevant administrator no later than 10 June 2024 will be considered when preparing the share register.
The number of shares and votes
The number of outstanding shares in the Company at the time of this notice amounts to 45,009,685 and the number of votes to 74,330,956. The Company does not hold any own shares.
Agent, etc.
Shareholders who are represented by proxy must issue a written and dated power of attorney for the proxy. The power of attorney must not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the power of attorney. If the power of attorney was issued by a legal entity, a certified copy of the registration certificate for the legal entity must be attached. Power of attorney forms for shareholders who wish to participate in the meeting by proxy are available on the company's website www.clinescientific.com. A copy of the power of attorney and any certificate of registration should be sent in good time before the meeting to Cline Scientific AB Pepparedsleden 1, 43153 Mölndal or alternatively to: [email protected]. The original power of attorney must also be presented at the meeting.
Proposal for the agenda:
- The meeting is opened.
- Election of chairman at the meeting
- Election of minutes-taker for the meeting
- Creation and approval of voter register
- Approval of agenda
- Selection of one or two adjusters
- Examination of whether the meeting has been duly convened
- Submission of annual report and audit report
- Decision on the following:
- on the determination of the income statement and the balance sheet as well as the consolidated income statement and consolidated balance sheet;
- on dispositions regarding the Company's results according to the established balance sheet;
- on discharge of liability for the members of the board and the managing director.
- Determination of the number of board members and the number of auditors
- Determining the fees for the board and auditors
- Election of board and auditor or auditor
- Decision on issuance authorization, see proposal below
- Proposal to amend the Articles of Association, see proposal below
- Decision on authorization of the board to make minor adjustments in order to be able to register Authorization and new Articles of Association
- Closure of the meeting
Proposal for a decision in brief:
Decision on dispositions regarding the Company's results according to the established balance sheet (item 9b)
The board proposes to the annual general meeting to dispose of the company's results according to the board's proposal in the annual report.
Determining the number of board members and the number of auditors (item 10)
Shareholders in the Company have announced that they propose that the board should consist of three to six members. The board proposes that an auditor and an auditor's deputy be appointed.
Determining the fees for the board and auditor (item 11)
Shareholders in the Company have announced that they propose that board fees continue not to be paid.
Furthermore, the board has proposed that the auditor's fee should be paid according to an approved bill in accordance with customary billing standards.
Election of board and auditor or accountant (item 12)
Shareholders in the Company have announced that they are proposing Patrik Sundh, Hanne Evenbratt and Karl Corneliusson for re-election.
Andreas Regell and Johan Bjurquist have declined re-election.
The company intends to come back, at the latest in connection with the annual general meeting, with proposals regarding any additional board members and chairman.
For the auditor, it is proposed that continued trust be given to authorized auditor Stefan Kylebäck as principal auditor. Chartered accountant Markus Hellsten is proposed as deputy auditor.
Decision on authorization for the board to make decisions on the issue of shares, convertible loans and/or warrants (item 13)
The board proposes that the annual general meeting decide to authorize the board to, within the framework of the articles of association's limits for shares and share capital at any given time, on one or more occasions, during the period until the next annual general meeting, with or without deviating from the shareholders' pre-emptive rights, decide on the issue of shares, convertibles and/or warrants. Such issue decision must be made with a provision for in-kind, set-off or cash payment.
Deviation from the shareholders' pre-emptive right may occur in order to strengthen the company's financial position if necessary and to enable the acquisition of a company or business. The issue price must be as close to the share's market value as possible in case of deviation from the shareholders' pre-emptive right and in the case of payment in kind. The board, the managing director, or the person appointed by the board, shall have the right to make the minor adjustments in the protocol that may prove necessary in connection with registration so that authorization of issue and issues can be carried out. For a valid decision according to the present proposal, it must be supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
The reason for the proposal above is that the company should be able to take in additional capital to expand operations and continue to develop the company.
Proposal for an amendment to the Articles of Association: Change in limits for the number of shares, share capital and number of members on the board (item 14)
Shareholders propose that the limits for the number of shares be set to: Minimum number of shares 38,000,000 and maximum number of shares 152,000,000 and that the limits for share capital follow this and thus be set to: Minimum SEK 3,800,000 and maximum SEK 15,200,000.
The purpose of this change is that future emissions can be accommodated within these limits.
Shareholders also propose that the number of board members be changed to a minimum of three and a maximum of six members (see proposal point 10).
Proposal for minor adjustments (item 15)
The board, or the person appointed by the board, shall have the right to make the minor adjustments to the above decision that may prove necessary in connection with registration at the Swedish Companies Registration Office.
_______________________
The board in May 2024
For more information, please contact:
Patrik Sundh, CEO
Email: [email protected]
Phone: +46 703-585 088
The company is listed on the Nasdaq First North Growth Market. Redeye AB is Cline Scientific's Certified Adviser. The information was submitted for publication via the contact person listed above, at 08.30 CEST on 16 May 2024.
