Dignitana

NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.

NOTICE OF ANNUAL GENERAL MEETING IN DIGNITANA AB (publ)

The shareholders of Dignitana AB (publ) reg. no. 556730-5346 (the “Company”) are hereby given notice to attend the Annual General Meeting (the “AGM”) on 23 May 2024 at 14.00 CEST at Turning Torso, Lilla Varvsgatan 14, 211 15 in Malmö. Registration starts at 13.30 CEST.

Right to participate

Shareholders that wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 15 May 2024 and shall have notified the Company of their intention to participate at the AGM no later than on 17 May 2024. Notice to participate shall be given in writing by e-mail to dignitana@fredersen.se or by post to Dignitana AB (publ) c/o Fredersen Advokatbyrå, Birger Jarlsgatan 8, 114 34, Stockholm. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be effected no later than on 17 May 2024 and shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy

If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the AGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the AGM. Power of attorney forms are available at the Company and on the Company’s website, www.dignitana.com, and will be sent upon request to any shareholder who states their postal address.

Proposal of agenda

1. Opening of the meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the meeting has been duly convened
7. Statement by the CEO
8. Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
9. Resolution on

a)       adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet

b)       allocation of the Company’s result according to the adopted balance sheet

c)       discharge from liability for the Board members and the CEO

10. Resolution as to the number of Board members and auditors
11. Resolution on the remuneration to the Board members and the auditor
12. Election of Board members

      12.1  Klas Arildsson (re-election) 

      12.2  William Cronin (re-election) 

      12.3  Richard DiIorio (re-election) 

      12.4  Lina Karlsson (re-election) 

      12.5  Fredrik Lindgren (new election) 

      12.6  Hope S. Rugo (new election)

10. Election of Chairman of the Board

Klas Arildsson (re-election)

14. Election of auditor

Öhrlings PricewaterhouseCoopers AB (re-election)

15. Resolution regarding principles for appointment of the Nomination Committee
16. Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles

a)       with pre-emption rights for the shareholders

b)       with deviation from the shareholders' pre-emption rights

17. Resolution on authorization for the Chairman of the Board of Directors to perform minor adjustments to the resolutions
18. Closing of the meeting

Proposals

The nomination committee’s proposals (item 2 and 10-15)

The Nomination Committee which has consisted of Greg Dingizian (appointed by Agartha AB), Bo Lundgren (appointed by Swedbank Robur AB), Sussi Kvart (appointed by Handelsbanken Microcap), and Klas Arildsson (Chairman of the Board), proposes the AGM to resolve:

that Chairman of the Board Klas Arildsson is elected Chairman of the AGM,

that the Board of Directors shall consist of six (previously six) Board members and no deputy Board members,

that one registered audit firm with no deputy auditors is elected as auditor of the Company,

that remuneration to the Board shall be SEK 200,000 (previously SEK 200,000) to the Chairman of the Board and SEK 100,000 (previously SEK 100,000) each to the other Board members,

that remuneration to the auditor shall be in accordance with approved invoicing,

that Klas Arildsson, William Cronin, Richard DiIorio and Lina Karlsson are re-elected as Board members and that Fredrik Lindgren and Hope S. Rugo are elected as new members of the Board, for the period until the end of the next AGM. It is noted that Christian Lindgren and Ljubo Mrnjavac have declined re-election,

that Klas Arildsson is re-elected as Chairman of the Board,

that Öhrlings PricewaterhouseCoopers AB is re-elected as audit firm (Öhrlings PricewaterhouseCoopers AB has informed that the authorized auditor Cecilia Andrén Dorselius shall continue as principle auditor, if the AGM resolves in accordance with the proposal, and

that the principles for the appointment of the Nomination Committee adopted on the AGM 2023 shall continue to apply also for the appointment of the Nomination Committee ahead of the AGM 2025.

Fredrik Lindgren

Born: 1971

Fredrik Lindgren has over 25 years of experience in the Life Science sector, where he has served as a CEO or board member in more than 10 different companies. He served as the Managing Director at Larodan AB until 2023, and previously, he held the role as CEO at Karo Pharma AB and Biolin Scientific AB. Fredrik holds a law degree from Lund University and an eMBA from Stockholm School of Business. 

Hope S. Rugo

Hope S. Rugo, MD, FASCO, is professor of medicine in the Division of Hematology and Oncology at the University of California San Francisco (UCSF) Helen Diller Family Comprehensive Cancer Center, where she is also the director of Breast Oncology and Clinical Trials Education. Dr. Rugo joined the Breast Care Center in 1999 after a decade of experience at University of California San Francisco in malignant hematology and bone marrow transplantation for a variety of diseases, including breast cancer. She entered the field of breast cancer in order to incorporate novel therapies based on an understanding of the biology of cancer with excellent quality of care into the treatment of women with breast cancer. As an internationally recognized clinician and researcher, she was the principal investigator on the DigniCap multi-center pivotal trial which introduced scalp cooling to the United States and led to FDA clearance for DigniCap in 2015.

The Board’s proposals

Allocation of the Company’s profit or loss (item 9.b))

The Board of Directors proposes that no dividend for the financial year 2023 is to be paid.

Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles (item 16)

The Board of Directors proposes that the AGM authorizes the Board of Directors to issue shares, warrants or convertibles in accordance with the terms in paragraphs a) and/or b) below. The decisions in a) and b) shall be resolved upon as two separate resolutions.

a)       with pre-emption rights for the shareholders

The AGM authorizes the Board of Directors to on one or several occasions during the period up to the next AGM resolve on new issues of shares, warrants or convertibles with pre-emption rights for the shareholders. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or, in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, pursuant to the authorization in this paragraph a) shall be limited to 10 percent of the outstanding shares as per the date of this notice.

b)       with deviation from the shareholders' pre-emption rights

The AGM authorizes the Board of Directors to on one or several occasions during the period up to the next AGM resolve on new issues of shares, warrants or convertibles with deviation from shareholders' pre-emption rights. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, pursuant to the authorization in this paragraph b) shall be limited to 10 percent of the outstanding shares as per the date of this notice. A new issue adopted in virtue of the authorization, shall be carried out with a view to broadening the ownership, procuring or facilitating the procurement of working capital and/or making company acquisitions, or procuring or facilitating the procurement of capital for company acquisitions and/or broadening the ownership of the Company.

Resolution on authorization for the Chairman of the Board of Directors to make minor adjustments to the resolutions (item 17)

The Board of Directors proposes that the AGM resolves to authorize the Chairman of the Board of Directors, or the person appointed by the Chairman of the Board of Directors, to make minor adjustments and clarifications of the resolutions adopted by the AGM to the extent that such should be required for the registration and execution of the resolutions.

Majority requirements

Resolution in accordance with item 16.b) above require approval of at least two thirds (2/3) of the shares represented and votes cast at the AGM.

Further information

As per the date of the issue of this notice, the total number of shares and votes in the Company are 80,541,891. The Company does not hold any own shares. 

The annual report, audit report, proxy forms as well as complete underlying documentation will be made available by the Company and at the Company's website at least three weeks before the AGM. The documents will be sent to shareholders who request it and who provide their postal address.

The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act.

The Company has its registered office in Lund.

Processing of personal data

For information on how your personal data is processed, see: 

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Lund, April 2024

Dignitana AB (publ)

The Board of Directors