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Beskrivning
| Land | Sverige |
|---|---|
| Lista | Spotlight |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
Phase Holographic Imaging PHI AB (publ), 556542-7811 (the "Company") will hold an Extraordinary General Meeting on 2 December 2024 at 15.00 CET at the Company's premises, Skiffervägen 48 in Lund.
Right to participate and notification
Shareholders who wish to participate in the general meeting must:- be recorded as shareholder in the share register prepared by Euroclear Sweden AB regarding the conditions on the record date of 22 November 2024, and
- notify the Company no later than 26 November 2024. Notification can be made in writing to Phase Holographic Imaging PHI AB, Skiffervägen 48, 224 78 Lund, or by e-mail, ir@phiab.com.
The notification shall state the shareholder's name, personal identity number or corporate registration number, shareholding, address, telephone number, email address and, where applicable, information about representatives and advisors (maximum 2). Where applicable, the notification should be accompanied by powers of attorney, registration certificates and other authorisation documents.
Proxy
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney, in original, to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but not more than five years) has been specified in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorisation document for the legal entity. To facilitate entry, a copy of the power of attorney and other authorisation documents should be attached to the notification to the meeting. Proxy forms are available on the Company's website, www.phiab.com, and are provided by the Company on request.
Nominee registered shares
In order to be entitled to participate in the general meeting, shareholders with shares registered in the name of a nominee, through a bank or other nominee, must, in addition to giving notice of attendance at the meeting, have the shares registered in their own name in the share register maintained by Euroclear Sweden AB so that the shareholder is entered in the share register as of 22 November 2024. Such registration may be temporary (so-called voting right registration) and should 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 26 November 2024, will be taken into account in the preparation of 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. Approval of the agenda.
5. Election of one or two persons to verify the minutes.
6. Determination as to whether the meeting has been duly convened.
7. Approval of the Board's resolution on a rights issue.
8. Closure of the meeting.
Proposed resolutions
Item 7 - Approval of the Board's resolution on a rights issue
The board of directors has, on 12 November 2024 and subject to the approval of the general meeting, resolved to carry out a rights issue in respect of not more than 35,729,342 shares, entailing an increase in the share capital of not more than SEK 7,145,868.40.
The following conditions shall otherwise apply to the rights issue.
1. The right to subscribe for the new shares shall vest in shareholders pursuant to pre-emption rights pro rata to their previous shareholding. For each existing share, one (1) subscription right is received. Thirteen (13) subscription rights entitle the holder to subscribe for seventeen (17) shares.
2. The record date at Euroclear Sweden AB for determining which shareholders are entitled to subscribe for shares with preferential rights shall be 4 December 2024.
3. In the event not all of the shares are subscribed for pursuant to pre-emption rights, the board of directors shall, within the maximum amount of the issue, resolve on allotment of shares to others who have subscribed for shares without preferential rights.- 4. Subscription of shares shall take place during the subscription period from and including 6 December 2024 up to and including 20 December 2024.
Firstly, allotment of shares subscribed for without subscription rights shall be made to such subscribers who have also subscribed for shares with the exercise of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights exercised for subscription of shares, and, to the extent that this cannot be done, by drawing lots.
- 5. A subscription price of SEK 1.80 shall be paid for each share subscribed for.
Secondly, allotment of shares subscribed for without subscription rights shall be made to others who have subscribed without subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares subscribed for by each of them and, to the extent that this cannot be done, by drawing lots.
- 6. The share premium shall be transferred to the unrestricted premium reserve.
- Thirdly, allotment of shares subscribed for without subscription rights shall be made to the guarantors in proportion to the size of the guarantee commitments made, and to the extent that this cannot be done, by drawing lots.
7. Subscription of shares with subscription rights shall be made by simultaneous cash payment no later than 20 December 2024. Subscription of shares without subscription rights shall be made on a special subscription list and paid in cash no later than four (4) banking days after dispatch of the settlement note showing notification of allotment of shares.
8. The board of directors shall be entitled to extend the time for subscription and payment.
9. The shares issued through the rights issue entitle to dividends for the first time on the record date for dividend that occurs immediately after the issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.
10. The board of directors or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Documents available
The complete proposal, other documents required according to the Swedish Companies Act and a proxy form will be available at the Company's office at Skiffervägen 48 in Lund and on the Company's website, www.phiab.com, at least two weeks before the general meeting and will be sent free of charge to shareholders who so request and state their postal address.
Information at the general meeting
The members of the Board and the CEO shall, if any shareholder so requests, and the Board considers that it can be done without substantial harm to the Company, provide information at the general meeting on circumstances that may affect the assessment of an item on the agenda.
Processing of personal data
For information regarding how your personal data is processed in the context of the general meeting, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in November 2024
Phase Holographic Imaging PHI AB (publ)
The Board