NOTICE OF ANNUAL GENERAL MEETING IN PROSTATYPE GENOMICS AB (PUBL)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
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The shareholders in Prostatype Genomics AB (publ) reg. no. 556726-0285 (the “Company”) are hereby convened to the annual general meeting on Monday 22 June 2026 at 15.00 at Augustendalsvägen 20, Nacka Strand, Sweden.
Right to participate in the general meeting
Shareholders who wish to participate at the annual general meeting shall:
- on Thursday 11 June 2026 (the record date), be registered in the share register kept by Euroclear Sweden AB in their own names (not nominee-registered shares), and
- notify the Company of his or her intention to attend the general meeting so that the notification is received by the Company no later than Tuesday 16 June 2026. Notification shall be made via e-mail to olle.sward.brattstrom@lindahl.se or by post to the address Advokatfirman Lindahl KB, att. Olle Swärd Brattström, Box 1203, 751 42 Uppsala. The notification shall state the shareholder's name, personal identification number or corporate registration number (or equivalent) and preferably address, telephone number, shareholding, details of advisors (maximum two), and, where applicable, details of deputies or proxies.
Nominee-registered shares
Shareholders whose shares are nominee-registered must, in order to exercise their voting rights at the meeting, temporarily register the shares in their own names with Euroclear Sweden AB (so-called voting rights registration), so that they are included in the share register kept by Euroclear Sweden AB as of the record date, i.e. Thursday 11 June 2026. Shareholders must therefore notify their nominee well in advance of this date. Voting rights registration that has been requested by a shareholder and completed by the relevant nominee no later than Monday 15 June 2026 will be taken into account in the preparation of the share register.
Proxy
Shareholders who intend to attend by proxy shall issue a dated power of attorney. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent authorisation document for the legal entity shall be attached. The power of attorney may be valid for a maximum of five years from the date of issuance. The original power of attorney, together with any authorisation documents such as registration certificates, should be sent well in advance of the meeting to the Company at the above address. A proxy form is available on the Company's website, www.prostatypegenomics.com.
Number of shares and votes
At the time of issuing this notice, there are a total of 59,189,321 shares and votes in the Company.
Proposed agenda
- Opening of the general meeting and election of chairperson of the general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the auditor’s report and, where applicable, the consolidated accounts and the consolidated auditor's report
- Resolutions on:
- the adoption of the income statement and the balance sheet and, where applicable, the consolidated income statement and the consolidated balance sheet,
- allocation of the Company’s result according to the adopted balance sheet, and
- discharge from liability for each of the members of the board of directors and the CEO
- Determination of the number of board members and board deputies
- Determination of remuneration to the board of directors and the auditor
- Election of members of the board of directors, chairperson of the board of directors and any board deputies
- Election of auditor/auditing company
- Resolution on the nomination committee for the next annual general meeting
- Resolution to amend the articles of association
- Resolution on authorisation for issuance of new shares, warrants and/or convertibles
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairperson of the general meeting
The nomination committee proposes that Mattias Prage, lawyer at Advokatfirman Lindahl, be elected as chairperson of the general meeting.
Item 7b) – Allocation of the Company’s result according to the adopted balance sheet
The board proposes that no dividend be paid for the financial year 2025 and that the Company's result be carried forward.
Item 8 – Determination of the number of board members and board deputies
The nomination committee proposes that the annual general meeting resolve that the board shall consist of six (6) board members, without deputy directors.
Item 9 – Determination of remuneration to the board of directors and the auditor
The nomination committee proposes that the annual general meeting resolve that a board fee of SEK 250,000 shall be paid to the chairperson and SEK 80,000 to each other member of the board, unless the member in question is prevented from receiving such a fee due to current guidelines of the member's employer.
The nomination committee proposes that compensation to the auditor shall be paid as per approved invoice.
Item 10 – Election of members of the board of directors, chairperson of the board of directors and any board deputies
The nomination committee proposes re-election of Anders Lundberg, Michael Häggman, Mattias Prage, Håkan Englund and Jörgen Dahlström as ordinary members of the board of directors, and new election of Anders Liljeblad as an ordinary member of the board of directors, all for the period until the end of the next annual general meeting. Anders Liljeblad is proposed for election as chairperson of the board.
Anders Liljeblad, born in 1959, is a trained market economist and an experienced serial entrepreneur with broad experience of building and developing growth companies with a strong customer focus and innovative business models. Anders is currently chairman of the board of In Your Head AB and Global Ensemble Talent Management AB. He holds 1,058 shares in the Company.
Item 11 – Election of auditor/auditing company
The nomination committee proposes re-election of the registered auditing company Grant Thornton Sweden AB, with Joakim Söderin as auditor in charge, for the period until the end of the next annual general meeting.
Item 12 – Proposal for principles for the composition and work of the nomination committee for the annual general meeting 2027
The nomination committee proposes that the annual general meeting resolves to establish a nomination committee for the annual general meeting 2027 according to the following principles.
The meeting instructs the chairperson of the board to contact the three largest shareholders in terms of votes according to Euroclear's latest printout of the share register, who shall each appoint one member of the nomination committee. If any of the three largest shareholders does not wish to appoint a member of the nomination committee or does not respond to the request, the fourth largest shareholder shall be asked, and so on, until the nomination committee consists of three members. The composition of the nomination committee shall be published on the Company's website no later than six months before the next annual general meeting.
The mandate period for the appointed nomination committee shall run until a new nomination committee is appointed pursuant to a mandate from the next annual general meeting.
The nomination committee shall appoint a chairperson from among its members. The chairperson of the board or any other board member shall not serve as chairperson of the nomination committee.
If a member leaves the nomination committee before its work is completed and the nomination committee considers that there is a need to replace such member, the nomination committee shall appoint a new member in accordance with the principles set out above, however based on the ownership conditions then in force. Any changes in the composition of the nomination committee shall be made public.
No remuneration shall be paid to the members for their work on the nomination committee.
The nomination committee shall submit proposals for resolutions on the following issues for the annual general meeting 2027.
a) Election of chairperson at the meeting.
b) Determination of the number of board members.
c) Determination of remuneration and other compensation to the board of directors and its committees, with division between the chairperson and other members.
d) Determination of remuneration to auditors.
e) Election of board members and board chairperson.
f) Election of auditors.
g) Proposal for principles for the nomination committee's composition and work ahead of the annual general meeting 2028.
Item 13 – Resolution to amend the articles of association
The board of directors proposes that the annual general meeting resolves to amend the Company's articles of association by adopting new limits for the share capital and the number of shares as set out below.
The purpose of the proposal is partly to establish more appropriate limits for the number of shares and the share capital, and partly to enable the implementation of the rights issue which the board of directors, through a separate press release in May 2026, has announced its intention to resolve on and carry out (the "Rights Issue").
The board's proposal entails that the general meeting resolves to adopt three alternative proposals for new articles of association (Alternatives (A), (B) and (C)), and to authorise the board to register one of the alternatives with the Swedish Companies Registration Office. The general meeting is thus proposed to resolve on all three alternatives, but only one of them shall ultimately be registered with the Swedish Companies Registration Office. The board shall thus only register the alternative that is most optimal in light of the Rights Issue.
At the time of this notice, there are a total of 59,189,321 outstanding shares in the Company, with a share capital of SEK 5,918,932.10.
Amendments to the articles of association according to Alternative (A)
| Current wording | Proposed wording |
| § 4 Share capital | § 4 Share capital |
| The share capital shall be not less than SEK 2,500,000 and not more than SEK 10,000,000. | The share capital shall be not less than SEK 9,000,000 and not more than SEK 36,000,000. |
| § 5 Number of shares | § 5 Number of shares |
| The number of shares shall be not less than 25,000,000 and not more than 100,000,000. | The number of shares shall be not less than 90,000,000 and not more than 360,000,000. |
Amendments to the articles of association according to Alternative (B)
| Current wording | Proposed wording |
| § 4 Share capital | § 4 Share capital |
| The share capital shall be not less than SEK 2,500,000 and not more than SEK 10,000,000. | The share capital shall be not less than SEK 18,000,000 and not more than SEK 72,000,000. |
| § 5 Number of shares | § 5 Number of shares |
| The number of shares shall be not less than 25,000,000 and not more than 100,000,000. | The number of shares shall be not less than 180,000,000 and not more than 720,000,000. |
Amendments to the articles of association according to Alternative (C)
| Current wording | Proposed wording |
| § 4 Share capital | § 4 Share capital |
| The share capital shall be not less than SEK 2,500,000 and not more than SEK 10,000,000. | The share capital shall be not less than SEK 30,000,000 and not more than SEK 120,000,000. |
| § 5 Number of shares | § 5 Number of shares |
| The number of shares shall be not less than 25,000,000 and not more than 100,000,000. | The number of shares shall be not less than 300,000,000 and not more than 1,200,000,000. |
The Company's CEO, or any person appointed by the board of directors, shall be authorised to make such minor adjustments to this resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.
The resolution in accordance with the board's proposal under Alternatives (A), (B) and (C) above is proposed to be made as a joint resolution.
Item 14 – Resolution on authorisation for issuance of new shares, warrants and/or convertibles
The board of directors proposes that the general meeting authorises the board to, on one or more occasions during the period until the next annual general meeting, resolve on the issuance of shares, warrants and/or convertibles (or combinations thereof, so-called units). The authorisation may be exercised with deviation from the shareholders' preferential rights and/or with provisions for payment in kind or set-off. The total number of shares that may be issued, or subscribed for or received upon exercise or conversion of other securities, pursuant to the authorisation shall not be limited in any way other than that it must fall within the limits of the articles of association (see item 13 above regarding the proposed amendment to the articles of association with respect to the number of shares).
Issuances of securities pursuant to this authorisation shall be made on market terms. The board shall be entitled to determine the other terms and conditions for issuances under this authorisation, as well as who shall be entitled to subscribe for the issued securities. The reason why the board shall be able to resolve on issuances with deviation from the shareholders' preferential rights and/or with provisions for payment in kind or set-off is to enable the Company to raise capital, carry out strategically motivated collaborations or acquisitions, and to facilitate issuances for the purpose of strengthening the Company's financial position.
The Company's CEO, or any person appointed by the board of directors, shall be authorised to make such minor adjustments to this resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirements
A valid resolution under items 13 (amendment of the articles of association) and 14 (authorisation) above requires that the resolution is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
Handling of personal data
For information regarding the processing of your personal data, please refer to the following link:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Questions to the board of directors and the CEO
The board of directors and the CEO shall, if a shareholder so requests and the board of directors considers that it can be done without significant harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda or the Company’s financial position. Any such request shall be submitted in writing to the Company prior to the general meeting at the address Augustendalsvägen 20, Nacka Strand, or via e-mail to info@prostatypegenomics.com.
Documentation
The annual report and auditor's report, as well as other documents required under the Swedish Companies Act, will be available on the Company's website www.prostatypegenomics.com and at the Company's office at Augustendalsvägen 20, Nacka Strand. The documents will be sent free of charge to shareholders who so request and provide their postal address.
Nacka Strand in May 2026
Prostatype Genomics AB (publ)
The board of directors