Beskrivning
| Land | Sverige |
|---|---|
| Lista | Spotlight |
| Sektor | Hälsovård |
| Industri | Bioteknik |
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the annual general meeting in PEPTONIC medical AB, and in case of any discrepancies between the Swedish and the English translation, the Swedish text shall prevail.
The shareholders of PEPTONIC medical AB, reg. no. 556776-3064 (the "Company" or "Peptonic"), are hereby invited to the annual general meeting on 26 June 2025 at 10.00 a.m. at Eversheds Sutherland Advokatbyrå's premises, Sveavägen 20 in Stockholm. Registration will commence at 09.45 am CEST.
RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION
Shareholders wishing to attend the annual general meeting shall
- be entered in the share register maintained by Euroclear Sweden AB on 17 June 2025,
- give notice of participation in writing to PEPTONIC medical AB, Färögatan 33, SE-164 53 Kista, Sweden or by e-mail to [email protected] no later than 19 June 2025. The notification shall state the full name, person or corporate registration number, shareholding, address, telephone number and, where applicable, information about a representative or assistant (maximum 2). The notification shall, where applicable, be accompanied by proxy forms, registration certificates and other authorization documents.
NOMINEE-REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must have their shares registered in their own name in order to be entitled to attend the annual general meeting. Such registration may be temporary (so-called voting rights registration) and is requested by the nominee according to the nominee's procedures. Voting rights registrations that have been completed (registered with Euroclear Sweden AB) no later than 19 June 2025 are taken into account in the preparation of the share register.
PROXY ETC.
Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney shall be valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity must be attached. The original power of attorney and any registration certificate should be submitted to the Company in good time before the meeting. The proxy form is available on the Company's website peptonicmedical.se no later than two weeks before the meeting.
PROPOSED AGENDA
- Opening of the meeting and election of the chairman of the meeting
- Establishment and approval of the voting list
- Election of one (1) or two (2) persons who shall approve the minutes
- Examination of whether the meeting was duly convened
- Approval of the agenda
- Presentation by the chief executive officer
- Presentation of the annual accounts and the auditors' reports, as well as the consolidated accounts and the consolidated auditors' report
- Decision on
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- allocation of the Company's result according to the adopted balance sheet, and
- discharge from liability towards the Company for the members of the Board of directors and the chief executive officer
- Determination of the number of members and deputy members of the board of directors
- Determination of fees for the board of directors and auditors
- Election of board members and any deputy members
- Election of auditor
- Resolution to amend the articles of association
- Resolution on authorization for the board of directors to resolve on new issues of shares, warrants and/or convertibles
- Resolution authorizing the board of directors to make minor adjustments to the resolutions adopted by the general meeting
- Closure of the meeting
PROPOSED DECISIONS
Item 1 - Opening of the meeting and election of the chairman of the meeting
The nomination committee proposes that attorney Mark Falkner at Eversheds Sutherland Avokatbyrå AB or, in his absence, the person appointed by the nomination committee instead, be elected chairman of the meeting.
Item 8b - Allocation of the Company's result according to the adopted balance sheet
The board of directors proposes that no dividend be paid and that the result be carried forward.
Item 9 - Determination of the number of board members and deputy board members
The nomination committee proposes that the board of directors shall consist of four (4) members without deputies.
Item 10 - Determination of fees to the board of directors and auditor
The nomination committee proposes that the board's fees shall amount to a total of SEK 850,000. Fees to the chairperson of the board of directors shall be paid SEK 250,000 and to the other members of the board of directors with SEK 200,000 each. Since the Company is currently subject to a company reorganization process, it is proposed that no fees shall be paid for the period until the decision on the company reorganization has become final. Fees to the auditor are proposed to be paid according to the approved invoice.
Item 11 - Election of board members and any deputy board members
The nomination committee will present proposals for the board of directors through a press release as soon as possible.
Item 12 - Election of auditor
The nomination committee proposes re-election of the accounting firm KPMG AB as the Company's auditor for the period until the end of the next annual general meeting with Dan Beitner as auditor in charge.
Item 13 - Resolution to amend the articles of association
The board of directors proposes that the meeting resolves to amend the articles of association in accordance with the following.
Current wording | Proposed wording |
| § 1 Company name The company's name is PEPTONIC medical AB (publ). | § 1 Company name The company's name is Peptonic Medical AB (publ). |
| § 2 Registered office The board of directors shall have its registered office in Uppsala. | § 2 Registered officeThe board of directors shall have its registered office in Stockholm. |
| § 5 Number of shares The number of shares shall be not less than 5 700 000 000 and not more than 22 800 000 000. | § 5 Number of shares The number of shares shall be not less than 8 739 130 000 and not more than 34 956 520 000. |
| § 8 Notice and venue of general meetings Notice to an annual general meeting or notice to an extraordinary general meeting at which the question of amending the articles of association will be considered, shall be given not earlier than six weeks and not later than four weeks before the meeting. Notice of any other extraordinary general meeting shall be given not earlier than six weeks and not later than two weeks before the meeting. Notice to a general meeting shall be published in Swedish Official Gazette and on the company's website. The fact that notice has been given shall be announced in Dagens Industri. Together with the notice, a proposed agenda for the general meeting shall be attached, clearly stating the matters to be addressed by the meeting. The items shall be numbered and state their main content. The general meeting shall be held in Uppsala, Stockholm or Växjö municipality. | § 8 Notice and venue of general meetings Notice to an annual general meeting or notice to an extraordinary general meeting at which the question of amending the articles of association will be considered, shall be given not earlier than six weeks and not later than four weeks before the meeting. Notice of any other extraordinary general meeting shall be given not earlier than six weeks and not later than two weeks before the meeting. Notice to a general meeting shall be published in Swedish Official Gazette and on the company's website. The fact that the notice has been given shall be announced in Dagens industri. Together with the notice, a proposed agenda for the general meeting shall be attached, clearly stating the matters to be addressed by the meeting. The items shall be numbered and state their main content. The general meeting shall be held in Uppsala or Stockholm municipality. |
Item 14 - Resolution on authorization for the board of directors to resolve on new issues of shares, warrants and/or convertibles
The board of directors proposes that the meeting authorizes the board of directors to, on one or more occasions during the period until the next annual general meeting, resolve to increase the Company's share capital within the limits of the share capital and the number of shares set out in the articles of association valid from time to time. The authorization may be used to issue shares, warrants and/or convertible loans. If the board of directors exercises the authorization, it may also be done with deviation from the shareholders' preferential rights and/or with provisions on contribution in kind or set-off.
Issues under this authorization shall be made on market terms. The board of directors has the right to determine the other terms and conditions for issues under this authorization and who shall be entitled to subscribe for the securities issued. The reason why the board of directors shall be able to decide on an issue with deviation from the shareholders' preferential rights and/or with provision for contribution in kind or set-off is to enable the Company to raise capital for the Company, to carry out strategically motivated collaborations or acquisitions and to facilitate the implementation of issues in order to strengthen the Company's financial position.
It is proposed that the CEO of the Company, or the person appointed by the board of directors, be authorized to make minor adjustments to this resolution that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 15 - Resolution authorizing the board of directors to make minor adjustments to the resolutions adopted at the meeting
The board of directors proposes that the meeting authorizes the board of directors, the CEO or the person otherwise appointed by the board of directors to make such minor adjustments and clarifications to the resolutions adopted at the Meeting to the extent required for registration of the resolutions.
OTHER
Majority requirements
Resolutions under items 13 and 14 require the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Shareholders' right to receive information
According to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the board of directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's financial situation. The board of directors and the CEO shall disclose such information if the board of directors considers that it can be done without material harm to the Company.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, please refer to the privacy policy on Euroclear AB's website,
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Documents
The notice includes the Board of Directors' complete proposals for resolutions. The notice and documents in accordance with the Swedish Companies Act will be made available to shareholders at the Company no later than two weeks before the meeting and will be sent free of charge to shareholders who so request and provide their postal address or e-mail address. The notice will also be published on the Company's website and presented at the meeting.
Number of shares and votes
At the date of this notice, the total number of shares and votes in the Company amounts to 9,337,409,114. The Company holds no own shares.
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Uppsala in May
PEPTONIC medical AB
The board of directors