Bifogade filer
NOTICE OF EXTRAORDINARY GENERAL MEETING OF FLERIE AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
Intresserad av bolagets nyckeltal?
Analysera bolaget i Börsdata!
Vem äger bolaget?
All ägardata du vill ha finns i Holdings!
The shareholders in Flerie AB, reg. no. 559067-6820 (“Flerie” or the “Company”), are hereby invited to attend the extraordinary general meeting to be held on Monday 15 June 2026, at 10:00 CEST at the offices of Setterwalls Advokatbyrå at Sturegatan 10, 114 36 Stockholm. The board of directors has resolved that shareholders may also exercise their voting rights by post prior to the meeting.
Right to participate
Right to participate and notice of participation at the meeting
Shareholders who wish to attend the meeting in person or through a proxy must:
- be entered as shareholders in the share register produced by Euroclear Sweden AB regarding the circumstances on the record date on Friday 5 June 2026, and
- notify the Company of their participation and any assistants no later than Tuesday 9 June 2026, so that the notification is received by the Company no later than on that day. Notification can be sent by post to Setterwalls Advokatbyrå AB, att: Sara Alfsdotter, Box 1050, 101 39 Stockholm, Sweden, or by email to sara.alfsdotter@setterwalls.se.
The notification must state the full name, personal or organisation number, address, daytime telephone number and, where applicable, information about representatives, proxies and assistants. The number of assistants may not exceed two. To facilitate entry to the meeting, the notification should, where applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Right to participate and notice by postal voting
Shareholders who wish to participate in the meeting by postal vote must:
- be entered as shareholders in the share register produced by Euroclear Sweden AB regarding the circumstances on the record date on Friday 5 June 2026, and
- register with the Company no later than Tuesday 9 June 2026, by submitting their postal vote in accordance with the instructions below so that the postal voting form is received by the Company no later than on that day.
A special form must be used for postal voting. The postal voting form is available on the Company's website www.flerie.com. Completed and signed postal voting forms can be sent by post to Setterwalls Advokatbyrå AB, att: Sara Alfsdotter, Box 1050, 101 39 Stockholm, Sweden, or by email to sara.alfsdotter@setterwalls.se.
Shareholders may not provide special instructions or conditions in the postal vote. If this occurs, the entire postal vote will be invalid. Further instructions and conditions are provided in the postal voting form.
A shareholder who has voted by post may also attend the meeting venue, provided that a notification has been made in accordance with the instructions under the heading "Right to participate and notice of participation at the meeting" as described above. This means that postal voting does not constitute a notification also to attend the meeting at the meeting venue.
Nominee registered shares
To be entitled to participate in the meeting at the meeting venue or by postal vote, a shareholder who has had their shares nominee-registered must, in addition to registering for the meeting, have the shares registered in their own name so that the shareholder is included in the presentation of the share register on the record date on Friday 5 June 2026. Such re-registration may be temporary (so-called voting rights registration) and shall be requested with the nominee in accordance with the nominee's procedures and at such time in advance as determined by the nominee. Voting rights registration made by the nominee no later than Tuesday 9 June 2026 will be taken into account in the presentation of the shareholders' register for the meeting.
Proxy
Shareholders participating at the meeting venue or by postal vote through a proxy must issue a written by the shareholder signed and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate shall be attached or, if no such document exists, an equivalent document of authority. Power of attorney forms for shareholders who wish to participate in the meeting or vote by post through a proxy are available on the Company's website, www.flerie.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 persons to verify the minutes;
- Determination of whether the meeting has been duly convened;
- Resolution on reduction of the share capital through cancellation of ordinary shares;
- Resolution regarding bonus issue; and
- Closing of the meeting.
Proposals by the board of directors
Item 2: Election of chairman of the meeting
The board of directors proposes that Jörgen S. Axelsson, or in the event of his unavailability, any individual proposed by the board of directors to serve in his stead, be elected as chairman of the meeting.
Item 7. Resolution on reduction of the share capital through cancellation of ordinary shares
The board of directors proposes that the general meeting resolve that the share capital shall be reduced by SEK 16,825,156 through the cancellation of 8,412,578 ordinary shares held by the Company. The purpose of the reduction is allocation to unrestricted equity.
The reduction will be carried out through the cancellation of 8,412,578 ordinary shares that will be returned to the Company by the principal shareholder Thomas Eldered. The background to the return is that Thomas Eldered has undertaken, without compensation, to return the new ordinary shares allotted to him, through his wholly owned companies T&M Förvaltning AB and T&M Participation AB, in connection with the bonus issue resolved by the annual general meeting on 26 March 2026.
Following the reduction of the share capital, and prior to the bonus issue under item 8 below, the Company’s share capital will amount to SEK 173,395,404, divided among 86,697,702 ordinary shares, each share with a quota value of SEK 2.
The resolution to reduce the share capital is conditioned on that the bonus issue under item 8, entailing an increase of the share capital with at least as much as the reduction amount, is registered at the Swedish Companies Registration Office and that the reduction of the share capital and the bonus issue together do not result in a decrease in the Company’s share capital.
The resolution to reduce the Company's share capital pursuant to this item may be implemented without the permission of the Swedish Companies Registration Office or, in contested cases, a court of general jurisdiction, since the Company will simultaneously carry out a bonus issue pursuant to item 8 below, which means that neither the Company's restricted equity nor share capital will decrease in aggregate.
The board of directors, or any person appointed by the board, shall be authorised to make such minor adjustments to the resolution as may prove necessary for registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Item 8. Resolution regarding bonus issue
The board of directors proposes that the general meeting resolve to carry out a bonus issue thereby increasing the share capital with SEK 17,339,540.40 by making use of the Company’s unrestricted equity. The bonus issue is carried out for the purpose of neutralising the reduction of the share capital resolved upon under item 7 above, so that the Company's share capital is not reduced in aggregate. The bonus issue amount has been rounded up in order to achieve an appropriate quota value. No new shares will be issued in connection with the bonus issue.
Following the bonus issue and the reduction of the share capital pursuant to item 7 above, the Company's share capital will amount to SEK 190,734,944.40, divided among 86,697,702 ordinary shares, each share with a quota value of SEK 2.20.
The resolution is conditioned on that the general meeting resolves on the proposal set out in item 7 above.
The board of directors, or any person appointed by the board, shall be authorised to make such minor adjustments to the resolution as may prove necessary for registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Number of shares and votes in the company
As of 18 May 2026, there are a total of 95,110,280 shares in the Company, all of which are ordinary shares, representing the same number of votes. The Company does not hold any of its own shares. Following the return of 8,412,578 ordinary shares by the principal shareholder Thomas Eldered, and prior to the cancellation of such shares, the Company will hold 8,412,578 ordinary shares.
Documents
Documents in accordance with the Swedish Companies Act will be available at the Company's offices no later than three weeks before the meeting and sent free of charge to shareholders who so request and provide their postal address. The documents will also be available on the Company's website, www.flerie.com, no later than this date. All of the above documents will be presented at the meeting.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________________________
Stockholm, May 2026
Flerie AB
The board of directors