Bifogade filer
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
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The shareholders of Intellego Technologies AB (publ), corporate identity number 556864-1624 (the “Company” or “Intellego”), are hereby invited to attend an extraordinary general meeting on 28 April 2026 at 14:00 at the offices of Advokatfirman Delphi, Mäster Samuelsgatan 17, 111 44 Stockholm.
Right to attend and notification
Anyone wishing to attend the meeting must:
(i) be registered as a shareholder in the share register prepared by Euroclear Sweden AB as at the record date of 20 April 2026, and
(ii) notify the Company of their participation no later than 22 April 2026.
Notification shall be made in writing to Intellego Technologies AB (publ), c/o iOffice, Kungsgatan 60, 111 22 Stockholm (mark the letter “Extraordinary General Meeting”) or by email to extrastamma@intellego-technologies.com. The notification should state the full name, personal or corporate identity number, shareholding, address, telephone number, email address and, where applicable, information about representatives, proxies or advisors (maximum of two).
Proxy and power of attorney
If a shareholder is to be represented by a proxy, the proxy must bring a written and dated power of attorney signed by the shareholder in original to the meeting. The power of attorney may not be more than one year old, 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 has been issued by a legal entity, the proxy must also bring a current certificate of registration or equivalent document of authority for the legal entity. To facilitate registration at the meeting, a copy of the proxy form and other authorisation documents should be attached to the notice of attendance. Proxy forms are available on the Company’s website, www.intellego-technologies.com, and are also provided by post upon request.
Nominee-registered shares
In order to be entitled to attend the meeting, a shareholder whose shares are registered in the name of a nominee, through a bank or other nominee, must, in addition to giving notice of attendance for the meeting, have the shares registered in their own name with Euroclear Sweden AB so that the shareholder is entered in the share register as of 20 April 2026. Such re-registration may be temporary (so-called voting rights registration) and must be requested from the nominee in accordance with the nominee’s routines in such time in advance as the nominee determines. Voting rights registrations made no later than 22 April 2026 will be taken into account when preparing the share register.
Proposed agenda
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to verify the minutes
5. Approval of the agenda
6. Determination as to whether the meeting has been duly convened
7. Presentation of the first balance sheet for liquidation purposes and the auditor’s report on the balance sheet for liquidation purposes, as well as documents pursuant to Chapter 25, Section 4 of the Companies Act
8. Resolution on whether the Company shall continue its operations or go into liquidation
9. Election of board member
10. Closing of the meeting
Proposed resolutions
Item 2 – Election of the chairman of the meeting
The board of directors proposes that lawyer Micael Karlsson, Advokatfirman Delphi, be appointed chairman of the meeting.
Item 8 – Resolution on whether the Company shall continue its operations or go into liquidation
On 5 March 2026, the board of directors of Intellego resolved to prepare a balance sheet for liquidation purposes in accordance with Chapter 25, Section 13 of the Companies Act (2005:551).
The background to the resolution is mainly as follows. On 18 November 2025, the Company's then CEO was arrested by the Swedish Economic Crime Authority on suspicion of aggravated fraud. Trading in the Company's share on Nasdaq First North Growth Market was halted on the same day. The board of directors engaged KPMG to conduct an independent forensic investigation of the Company's accounting and capital market communications. KPMG's investigation, which was presented on 30 January 2026 for the financial year 2025 and on 19 February 2026 for the financial year 2024, showed that the information communicated by the Company to the market was materially incorrect and misleading. Revenues totalling approximately SEK 640 million for 2025 and approximately SEK 134 million for 2024 would not have been recognized as revenue. As a result of the investigation's conclusions, the Company's accounts for 2025 and 2024 have been corrected and restated, which has resulted in a significant deterioration of the Company's earnings and financial position. In addition, provisions have been made for legal claims. Taken together, these circumstances have led to the Company's equity being less than half of the registered share capital. The board of directors, which since November 2025 has been working to ensure the Company's continued operations and safeguard the interests of the shareholders, has against this background prepared a balance sheet for liquidation purposes in accordance with Chapter 25, Section 13 of the Companies Act.
The balance sheet for liquidation purposes shows that the Company’s equity is less than half of the registered share capital of approximately SEK 1,191,320. The board therefore refers to the general meeting the question of whether the Company should go into liquidation.
The balance sheet for control and the auditor's statement on the same will be presented at the general meeting.
Item 8.i – The board of directors primarily proposes to continue the Company’s operations
The board of directors primarily proposes that the shareholders resolve to continue the Company’s operations.
The board is in discussions with various parties in order to restore the Company’s equity. These discussions include both talks with the Company’s creditors to reduce the Company’s indebtedness and various capital-raising measures from existing and new investors.
The board is hopeful that the above measures will enable the Company’s equity to be restored and, against this background, the board primarily proposes that the Company should not go into liquidation, but that operations should continue. It is the board’s opinion that the shareholders and the Company are best served by the general meeting resolving to continue the Company’s operations in order to best safeguard the Company’s interests.
A resolution to continue the Company’s operations means that a general meeting must be convened within eight months of this first control meeting to reconsider the question of whether the Company should go into liquidation (second control meeting). Prior to the second control meeting, the board of directors shall prepare a new balance sheet for liquidation purposes and have it reviewed by the Company’s auditor. If this balance sheet for liquidation purposes does not show that the equity has been restored and amounts to at least the registered share capital, the Company is obliged to go into liquidation.
Item 8.ii – The board proposes liquidation as a secondary option
Notwithstanding the primary proposal to continue operations, the board is obliged under the Companies Act (2005:551) to prepare a complete proposal for a resolution on liquidation to be submitted to the general meeting. Accordingly, the board proposes, as a secondary option, that the general meeting resolves that the Company should go into liquidation.
The reasons for the board’s proposal are that the Company’s equity is less than the registered share capital according to the balance sheet for liquidation purposes prepared by the board as at 1 April 2026.
Should the general meeting resolve on the liquidation of the Company, it is proposed that the resolution on liquidation will apply from the date on which the Swedish Companies Registration Office has appointed a liquidator. The board’s preliminary assessment is that the distribution of the Company’s remaining assets is expected to take place within seven to twelve months after the Swedish Companies Registration Office’s decision to appoint a liquidator. The proceeds remaining to be distributed to the shareholders are conservatively estimated to amount to SEK 0 per share. The board has no proposal for a liquidator.
The board considers that it is not possible to provide anything other than rough estimates of the date for distribution and the remaining capital to be distributed at this stage.
Item 9 – Election of board member
Due to Anders Ermén having resigned from his assignment as an ordinary member of the board of directors of the Company, a vacancy has arisen in the board of directors. Hans Isoz therefore proposes that Jonas Sohlman be elected as a new ordinary member of the board of directors for the period until the end of the next annual general meeting.
Jonas Sohlman has broad experience from senior positions in listed companies and has more than 20 years of experience in corporate finance, treasury, change management, mergers and acquisitions as well as risk management in multinational environments. He comes from the role of CEO of Intervacc AB and has previously been CFO of Enorama Pharma AB. In addition, Jonas Sohlman has solid experience in the horse industry and is currently chairman of the board of both Flyinge AB and Ridskolan Strömsholm AB.
Available documents
The proposed resolutions are included in the notice. Documents in accordance with the Companies Act (2005:551) will be made available to shareholders at the Company’s office at c/o iOffice, Kungsgatan 60, 111 22 Stockholm no later than two weeks before the general meeting. The documents will be sent on request to shareholders who provide their postal address. The documents will also be available and presented at the general meeting.
Information at the general meeting
Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Companies Act (2005:551) regarding circumstances that may affect the assessment of an item on the agenda or the assessment of the Company’s financial position.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, see:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Stockholm in April 2026
Intellego Technologies AB (publ)
The Board