The shareholders of PledPharma AB (publ), corp. reg. no. 556706-6724, (the “Company” or “PledPharma”) are hereby invited to attend an extraordinary general meeting of the shareholders on Friday 11 December 2020. In light of the risk of the spread of coronavirus and the authorities’ regulations/advice regarding the avoidance of gatherings, the Board of Directors has decided that the general meeting will be conducted without physical presence, by shareholders exercising their voting rights by postal voting only.
Notice of participation etc
Shareholders wishing to participate in the general meeting shall
1. be entered in the shareholders’ register kept by Euroclear Sweden AB on the record day Thursday 3 December 2020, and
2. register with the Company no later than Thursday 10 December 2020 by submitting a postal voting form in accordance with the instructions below to be received by the Company no later than Thursday 10 December 2020.
Shares registered in the name of a nominee
Shareholders whose shares are registered in the name of a nominee must, in order to exercise the right to vote and participate in the general meeting, register with the Company and temporarily re-register the shares in their own name (so called voting registration) with Euroclear Sweden so that the shareholder is included in the shareholders’ register kept by Euroclear Sweden on 3 December 2020. Shareholders are therefore advised to request such registration of the shares well in advance of this date. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than Monday 7 December 2020 will be taken into account in the preparation of the shareholders’ register.
Postal voting
Shareholders exercise their voting rights only by voting in advance (postal voting) in accordance with Section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Executions of General Meetings in Companies and Associations (2020:198). A special form must be used for postal voting, which is available on the Company’s website www.pledpharma.se. No separate registration is required; a completed and signed postal voting form is valid as registration to participate in the general meeting.
The completed form shall be sent to the Company via e-mail to [email protected] or be posted in original to the Company at the address PledPharma AB, Grev Turegatan 11c, 114 46 Stockholm; mark the envelope ”Extraordinary shareholders’ meeting December 2020”. In order to qualify as a valid registration, completed forms must by received by the Company no later than Thursday 10 December 2020. If the shareholder is a legal entity or votes in advance by proxy the instructions under section “Proxy etc” must be adhered to.
Shareholders may not state instructions or conditions to voting in advance. Voting forms will be deemed invalid if this happens. Additional instructions are provided on the postal voting form.
Information regarding the decisions adopted by the general meeting will be published on 11 December 2020 as soon as the outcome of the postal voting has been compiled.
Proxy etc
Shareholders who are represented by a proxy must issue a written and dated authorization for the proxy. The authorization must not be issued earlier than five years before the date of the general meeting. The proxy in original and proof of registration and other authorization documents for a legal person shall be sent to the Company at the above address. The Company is making an authorization form available upon request and it is also available on the Company’s website, www.pledpharma.se.
Proposed agenda
1. Opening of the meeting
2. Election of a chairman for the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes of the meeting
6. Determination of whether the meeting was duly convened
7. Resolution regarding adoption of new Articles of Association
8. Closing of the meeting.
Proposed resolutions
Item 2 – Election of a chairman for the meeting
Attorney-at-law Gunnar Mattsson, or the person designated by the Board of Directors in the event Gunnar Mattsson is prevented, is proposed by the nomination committee to be elected chairman for the meeting.
Item 3 – Preparation and approval of the voting list
Since shareholders exercise their right to vote through postal voting, it will not be possible to obtain the general meeting’s approval of the voting list. Therefore, the Board of Directors proposes that the voting list is prepared and approved by the chairman of the general meeting.
Item 5 – Election of one or two persons to verify the minutes of the meeting
The Board of Directors proposes that Peter Lindell, or the person designated by the Board of Directors in the event Peter Lindell is prevented, is proposed to verify the minutes. The person verifying the minutes shall, in addition to approving the minutes, check the voting list and that the results of received votes are correctly reflected in the minutes.
Item 7 – Resolution regarding adoption of new Articles of Association
The Board of Directors proposes that the general meeting adopts new Articles of Association so that sections 1, 3, 4, 5 and 8 are amended as follows:
Current wording
§ 1 Name
The company’s name is PledPharma AB (publ).
§ 3 Object of the company’s business
The object of the company’s business is to conduct research and development of pharmaceutical products and other activities compatible therewith.
§ 4 Share capital
The share capital shall be not less than SEK 2 500 000 and not more than SEK 10 000 000.
§ 5 Number of shares
The number of shares shall not be less than 47 500 000 and not more than 190 000 000.
§ 8 Notification of and the right of participation in shareholders’ meeting
Shareholders who wish to participate in a shareholders’ meeting, must be registered in printouts or other transcripts of the entire share register that relates to the conditions prevailing five weekdays prior to the meeting and must notify the company not later than 12:00 the day set forth in the notice of the meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting.
Proposed wording:
§ 1 Name
The company’s name is Egetis Therapeutics AB (publ).
§ 3 Object of the company’s business
The object of the company’s business is to conduct research, development, manufacturing and sales of pharmaceutical products and other activities compatible therewith.
§ 4 Share capital
The share capital shall be not less than SEK 5 000 000 and not more than SEK 20 000 000.
§ 5 Number of shares
The number of shares shall not be less than 95 000 000 and not more than 380 000 000.
§ 8 Notification of and the right of participation in shareholders’ meeting
Shareholders who wish to participate in a shareholders’ meeting, must be registered in printouts or other transcripts of the entire share register as set out in the Swedish Companies Act and must notify the company no later than the day set forth in the notice of the meeting. The latter mentioned day must not be a Sunday, any other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not be more than the fifth weekday prior to the meeting.
The managing director is proposed to be authorized to make any minor amendments to this resolution if necessary in connection with registration at the Swedish Companies Registration Office.
Majority requirement
A resolution regarding item 7 above is valid only if supported by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Number of shares and votes
At the time of issuing this notice the total number of shares in the company amounts to 117 306 666. All shares represent one vote. The Company does not hold any shares.
The Company has, in addition to what is set out above, on 5 October 2020 resolved on an issue of no more than 38 238 085 shares with preferential rights to existing shareholders.
Questions to the Board of Directors and the managing director
The Board of Directors and the managing director shall, up request by any shareholder, and where the Board of Directors believes that such may take place without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company’s financial position as well as the Company’s relationship to other group companies. Requests for such information shall be made in writing no later than ten days before the general meeting, i.e. no later than 1 December 2020, to the address PledPharma AB, Grev Turegatan 11c, 114 46 Stockholm or through e-mail to [email protected]. The information is provided by the Company by making it available on the Company’s website and at the Company’s office no later than on Sunday 6 December 2020. The information will also be sent to shareholders who have requested it and stated their address.
Handling of personal data
In connection with the general meeting, personal data will be processed in accordance with the Company's privacy policy, which is available at the Company’s website www.pledpharma.se.
Other
Documents according to the Swedish Companies Act will be available no later than Friday 20 November 2020 at the Company’s office and at the Company’s website, www.pledpharma.se, and will also be sent to shareholders who request this and state their address.
Stockholm in November 2020
PledPharma AB (publ)
The Board of Directors
