Notice of extraordinary general meeting in Prostatype Genomics AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
The shareholders in Prostatype Genomics, reg. no. 556726-0285, are hereby convened to the extraordinary general meeting on Tuesday 22 October 2024 at 10:00 AM at the company´s office on Gustaf III:s Boulevard 34, 169 73 Solna.
Right to participate in the meeting
Shareholders who wish to participate at the meeting shall:
- on 14 October 2024, be registered in the share register kept by Euroclear Sweden AB in their own names, and
- notify the company no later than 16 October 2024 in writing via e-mail to alexander.hase@lindahl.se or bolagsstamma@prostatypegenomics.com.
Such notification shall include full name, personal identification number or company registration number (or similar), number of shares, address, telephone number, and, where applicable, details on deputies, or assistants (not more than 2). The notification should be accompanied, where applicable, by powers of attorney, registration certificates and other authorization documents.
Nominee-registered shares
Shareholders who have nominee-registered shares shall, in order to participate in the meeting, register the shares in their own names through a nominee, so that the person concerned is included in the share register kept by Euroclear Sweden as of the record date, i.e. 14 October 2024. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's routines, request the nominee to make such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than 16 October 2024 will be taken into account in the preparation of the share register.
Proxy
Shareholders who wish to exercise their voting right by proxy shall bring a written, dated and signed (by the shareholder) power of attorney for the proxy. The power of attorney may not be older than one (1) year, unless a longer period of validity (however, no longer than five (5) years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the proxy shall bring relevant registration certificate or equivalent regarding the legal entity. To facilitate entrance, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. Proxy forms are available on the company's website, www.prostatypegenomics.com, and will be sent by post to shareholders who contact the company and provide their address.
Number of shares and votes
The number of outstanding shares and votes in the company at the time of this notice amounts to 5,148,351,416. The company holds no own shares.
Proposed agenda
- Election of chairman 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.
- The board’s proposal on amending the articles of association.
- The board’s proposal on reverse split of shares.
- The board’s proposal on reduction of share capital.
- Closing of the general meeting
Proposed resolutions in brief
Please note that all the resolutions in paragraphs 6-8 below should be regarded as a single resolution and that the individual paragraphs are thus conditional on each other.
Item 6 – The board’s proposal on amending the articles of association.
In order to implement the reverse split of shares under paragraph 7 and the reduction of share capital under paragraph 8, the board of directors proposes that the general meeting resolves to amend the articles of association in accordance with the following:
| Current wording | Proposed wording |
| 4. Share capital The share capital shall be not less than SEK 50,000,000 and not more than SEK 200,000,000 | 4. Share capital The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000. |
| Current wording | Proposed wording |
| 5. Number of shares The number of shares shall be no less than 5,000,000,000 and no more than 20,000,000,000. | 5. Number of shares The number of shares shall be no less than 5,000,000 and no more than 20,000,000. |
A resolution in accordance with this paragraph requires for its validity that it is supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
The resolution is conditional on the meeting resolving on the board’s proposals according to paragraph 7-8.
Item 7 – The board’s proposal on a reverse split of shares
The board of directors proposes that the general meeting, in order to achieve an appropriate number of shares for the company, resolves on a reverse share split 1000:1, meaning that 1,000 shares will be consolidated into 1 share. The board of directors is proposed to be authorized, no later than the day that falls on the sixth banking day before the next annual general meeting, to determine the date when the reverse split shall be executed and to take other measures required to implement the reverse split. After the reverse split of shares, the number of shares in the company will amount to 5 148 351.
The proposal for resolution as above is, for its validity and implementation, conditional on one or more guarantors, through Euroclear Sweden AB, providing such shareholders whose shareholdings are not evenly divisible by 1,000, with as many shares as necessary to make their shareholdings, after addition of shares provided free of charge by the guarantors, evenly divisible by 1,000. The guarantors will further round down their remaining shareholding in the company to the nearest number evenly divisible by 1,000 in order to implement the reverse split. The guarantors will receive market-based compensation for the shares that the guarantors provide to implement the reverse split. The resolution is conditional on the general meeting resolving on the board’s proposals according to paragraph 6 and 8. The resolution on the reverse split is also conditional on the necessary adjustment being possible within the framework of the number of shares provided by the guarantors. In addition, the resolution requires amending the articles of association.
The board of directors further proposes that the board of directors or whomever the board appoints be authorized to make such minor adjustments to the meeting’s resolution as may prove necessary in connection with registration and/or implementation of the resolution.
Please note that all outstanding warrants (for example the TO4 series warrants) will be recalculated in accordance with the terms applicable to the warrants. The company will inform about the recalculation through a separate press release.
Item 8 – The board’s proposal on reduction of share capital
The board of directors proposes that the general meeting resolves to reduce the company's share capital by SEK 50,968,679.06 for allocation to non-restricted equity. This means that the share capital will be reduced from the current SEK 51,483,514.16 to SEK 514,835.10. As a result, the quota value of the company's share will increase from the current SEK 0.01/share to SEK 0.10/share. The reduction shall be implemented without withdrawal of shares. The reduction is carried out to achieve a more appropriate share capital for the company.
The resolution is conditional on the general meeting resolving on the board’s proposals according to paragraph 6-7. The board of directors further proposes that the board of directors or whomever the board appoints be authorized to make such minor adjustments to the meeting’s resolution as may prove necessary in connection with registration and/or implementation of the resolution.
The reduction of share capital requires authorization from the Swedish Companies Registrations Office. In addition, the resolution requires amending the articles of association.
A resolution in accordance with this paragraph requires for its validity that it is supported by shareholders with at least two-thirds of both the votes cast and the shares represented at the meeting.
Handling of personal data
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of participation in the meeting, and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.
Other information
Complete proposals for resolutions and proxy forms will be made available at the company’s office at Gustaf III’s Boulevard 34, Solna and on the company’s website (www.prostatypegenomics.com) no later than three (3) weeks before the extraordinary general meeting and will be sent to shareholders who request it and provide their postal address.
Shareholders have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551). Requests for information made in writing by e-mail prior to the meeting should be sent to info@prostatypegenomics.com. The information will be provided by being made available at Prostatype Genomics AB, Gustaf III’s Boulevard 34, Solna and at www.prostatypegenomics.com. The information will also be sent within the same period to the shareholder who has requested it and given his/her address.
Solna in September 2024
Prostatype Genomics AB
The board of directors