NOTICE CONVENING THE ANNUAL GENERAL MEETING OF NANOLOGICA AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
The shareholders of Nanologica AB (publ), org.nr 556664-5023 (the "Company") are hereby summoned to the Annual General Meeting on Thursday 22 May 2025, at 12.00 CET, at Advokatfirman Lindahl’s premises at Smålandsgatan 16, Stockholm.
English translation for information purposes only. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
Right to attend the meeting
Shareholders who wish to participate in the Annual General Meeting must:
- be registered in their own name in the share register maintained by Euroclear Sweden AB on Wednesday 14 May 2025,
- notify the Company of its participation no later than Friday 16 May 2025, at the address Forskargatan 20 G, 151 36 Södertälje stating "Annual General Meeting" or via info@nanologica.com.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to exercise their voting rights and participate in the meeting, give notice of attendance at the meeting and temporarily register the shares in their own name with Euroclear Sweden (so-called voting rights registration), so that they are entered in the share register maintained by Euroclear Sweden as of Wednesday 14 May 2025. This means that shareholders need to notify the nominee well in advance of this date. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the relevant nominee no later than Friday 16 May 2025 will be taken into account in the preparation of the share register.
Proxy
Shareholders who intend to attend by proxy must issue a dated power of attorney for proxy. If a proxy form is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be attached. The validity of the proxy form may be set at a maximum of five years from the date of issue. The original proxy form and any registration certificate should be sent to the Company at the above address well in advance of the meeting. The Company provides proxy forms upon request and this is also available on the Company's website, www.nanologica.com.
Number of shares and votes
At the time of this notice, the Company has a total of 88,357,234 shares. The total number of votes amounts to 88,357,234. The company holds no own shares.
Draft agenda
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the Annual Report and the Auditor's Report as well as the Consolidated Financial Statements and the Auditor's Report on the Consolidated Financial Statements for the financial year 2024 and the auditor’s statement regarding whether the guidelines for remuneration for the senior management that have applied since the previous annual general meeting have been complied with
- Resolutions on:
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet,
b) appropriation of the Company's loss in accordance with the adopted balance sheet, and
c) discharge from liability towards the Company for the members of the Board of Directors and the CEO - Determination of fees to the Board of Directors and auditor
- Determination of the number of Board members and auditors
- Election of the Board of Directors and Chairman of the Board
- Election of auditor
- Resolution on approval of remuneration report
- Resolution on issue authorization
- Conclusion of the meeting
Proposals for decision
Item 1 – Election of chairman of the meeting
The Nomination Committee proposes that lawyer Mårten Steen, or whoever the Board appoints if Mårten Steen is prevented from attending, be elected as Chairman of the Meeting.
Item 7b) – Appropriation of the Company's loss according to the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting resolves that the funds at the disposal of the Annual General Meeting of SEK -66,007,608 are carried forward.
Item 8 – Determination of fees to the Board of Directors and auditors
The Nomination Committee proposes that remuneration to the Board members shall amount to a total of SEK 1,085,000, of which SEK 325,000 shall be paid to the Chairman of the Board and SEK 190,000 to each of the other Board members elected by the Annual General Meeting.
In addition, it is proposed that remuneration to members of the Audit Committee shall be paid in the amount of SEK 50,000 to the Chairman of the Audit Committee and in the amount of SEK 30,000 to each individual other member, and that remuneration to members of the Remuneration Committee shall be paid in the amount of SEK 25,000 to the Chairman of the Remuneration Committee and in the amount of SEK 15,000 to each individual other member. The total remuneration to the members of the Board of Directors in accordance with the Nomination Committee's proposal amounts to SEK 1,235,000.
The proposal means that the fee to the Chairman of the Board is increased from SEK 315,000 to SEK 325,000 and that the fee to the Board members is increased from SEK 185,000 to SEK 190,000.
The Nomination Committee further proposes that fees to the auditor shall be paid in accordance with approved invoices.
Item 9 – Determination of the number of Board members and auditors
The Nomination Committee proposes that the Board of Directors shall consist of five members elected by the Annual General Meeting, without deputies.
The Nomination Committee further proposes that the Company shall have a registered public accounting firm as auditor.
Item 10 – Election of the Board of Directors and Chairman of the Board
The Nomination Committee proposes re-election of Gisela Sitbon, Mattias Bengtsson, Thomas Eldered, Anders Rabbe, and Lena Torlegård for the period until the end of the next Annual General Meeting. Current board member Alexandra Blomberg Montgomery has declined reelection due to personal reasons. The Nomination Committee further proposes re-election of Gisela Sitbon as Chairman of the Board.
The Nomination Committee's statement regarding the proposal for election of the Board of Directors is available on the Company's website, www.nanologica.com.
Item 11 – Election of auditor
For the period until the end of the next Annual General Meeting, the Nomination Committee proposes re-election of the registered accounting firm BDO AB as the Company's auditors, with authorized public accountant Niclas Nordström as auditor in charge.
Item 12 – Resolution on approval of remuneration report for the financial year 2024
According to Chapter 8. In accordance with Section 53a of the Swedish Companies Act, the Board of Directors shall, for each financial year, prepare a report on paid and outstanding remuneration covered by guidelines for remuneration to senior executives. The Board of Directors proposes that the Annual General Meeting resolves to approve the remuneration report prepared by the Board of Directors for the financial year 2024. The report will be available on the Company's website www.nanologica.com.
Item 13 – Resolution on issue authorization
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions, to resolve the issue of shares, convertibles and/or warrants with or without deviation from the shareholders' preferential rights and with or without provision for non-cash issue and/or set-off or otherwise with conditions. In the case of issues carried out with deviation from the shareholders' preferential rights, the Board of Directors shall not be able to make decisions that mean that the amount by which the share capital is increased corresponds to more than twenty (20) percent of the total share capital in the Company before the issue has been completed.
Issuance in accordance with this authorization shall be made on market terms. The Board of Directors shall have the right to determine the terms and conditions for issues under this authorization and who shall have the right to subscribe for the shares, warrants and/or convertibles. The reason why the Board of Directors shall be able to resolve on an issue with deviation from shareholders' preferential rights and/or with provisions or conditions as above is that the Company shall be able to issue shares, warrants and/or convertibles in order to raise new capital and to enable the Board to direct issues to investors that the Board deems to be strategically important for the Company. If the Board of Directors deems it appropriate to facilitate the delivery of shares in connection with an issuance under this authorization, the issuance may also be carried out at a subscription price corresponding to the share’s quota value, provided that the company ensures, through an agreement, that market-based consideration is received for the shares issued.
Majority requirement
For a valid resolution regarding item 13 above, the resolution must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Shareholders' right to information at the Annual General Meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material damage to the company, provide information at the Annual General Meeting about circumstances that may affect the assessment of an item on the agenda, and circumstances that may affect the assessment of the company's or subsidiary's financial situation and about the company's relationship with other Group companies.
Processing of personal data
For information on how personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website:
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Provision of documents
The annual report and auditor's report, complete proposals for resolutions, remuneration report in accordance with Chapter 8. section 53a of the Swedish Companies Act, the auditor's statement according to Chapter 8. section 54 of the Swedish Companies Act and other documents pursuant to the Swedish Companies Act will be available at the Company's premises (Forskargatan 20 G in Södertälje) and on the Company's website, www.nanologica.com, no later than three weeks before the meeting, i.e. no later than Thursday 1 May 2025. The documents will also be sent free of charge to shareholders who request them and who provide their postal address and will also be available at the meeting.
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Stockholm in April 2025
Nanologica AB (publ)
The Board of Directors