Moberg Pharma
Notice of extraordinary general meeting in Moberg Pharma AB (publ)
Attendance at the extraordinary general meeting
Shareholders who wish to participate in the extraordinary general meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on 19 September 2025, and
- notify the Company of their intention to participate no later than on 23 September 2025. Notification of participation is made through regular mail to Moberg Pharma AB (publ), att. Malin Nilsson, Gustavslundsvägen 42, 5 tr, 167 51 Bromma, or by e-mail to malin.nilsson@mobergpharma.se. In the notification of participation, shareholders must state their name, personal identification number/corporate registration number, address, phone number, and, where applicable, number of assistants (no more than two).
To be entitled to participate in the extraordinary general meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the extraordinary general meeting, re-register the shares in their own name so that the shareholders are registered in the share register on the record date on 19 September 2025. This re-registration may be temporary (so-called “voting right registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than on 23 September 2025, are considered when preparing the share register. Please note that this procedure may also apply with respect to shares held on a bank’s shareholder deposit account and certain investment savings accounts.
A shareholder who wishes to be represented by proxy shall issue a written and dated power of attorney to the proxy holder. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or corresponding document (“Registration Certificate”) shall be enclosed. The power of attorney must not be more than one year old, however, the power of attorney may be older if it is stated that it is valid for a longer term, maximum five years. The power of attorney in original as well as any Registration Certificate must be presented at the extraordinary general meeting. The Company provides power of attorney forms on the Company’s website, www.mobergpharma.se.
Number of shares and votes
As per the date of this notice, there are a total of 48,712,067 ordinary shares in the Company, corresponding to in total 48,712,067 votes. Each ordinary share entitles the holder to one vote at the general meeting. No series C shares have been issued. At the time of issuing this notice, the Company holds 1,711,440 ordinary shares that do not qualify for voting rights at the extraordinary general meeting.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Election of one or two persons to verify the minutes
- Preparation and approval of the voting list
- Determination whether the meeting has been duly convened
- Approval of the agenda
- Determination of the number of board members and deputy board members
- Determination of fees to the board of directors
- Election of new board members
- Resolution to revoke the issue authorisation resolved by the annual general meeting 2025
- Closing of the meeting
PROPOSALS FOR RESOLUTION
Determination of the number of board members and deputy board members (item 7)
Shareholders representing more than ten per cent of the shares and votes in the Company (the “Shareholders”) propose that the board of directors of the Company shall consist of seven members with no deputies.
Determination of fees to the board of directors (item 8)
The annual general meeting 2025 resolved that the chairman of the board of directors shall receive SEK 400,000 and all other members of the board of directors elected by the annual general meeting shall receive SEK 190,000, for the period until the end of the next annual general meeting.
The Shareholders propose that the chairman of the board of directors shall receive SEK 400,000 and all other members of the board of directors elected by general meeting shall receive SEK 190,000 for the period until the end of the next annual general meeting (i.e. unchanged remuneration levels in relation to the remuneration levels resolved at the annual general meeting 2025). The renumeration shall be paid proportionally in relation to the portion of the mandate period that each board member has held its assignment.
Election of new board members (item 9)
The Shareholders propose that Fredrik Blom and Mona Zhang shall be elected as new members of the board of directors for the period until the end of the next annual general meeting.
If the extraordinary general meeting resolves in accordance with the Shareholders' proposal, the board of directors of the Company will, for the period until the next annual general meeting, consist of Jonas Ekblom (chairman of the board of directors), Nikolaj Sörensen, Isabelle Ducellier, Otto Skolling, Richard Ding, Fredrik Blom and Mona Zhang.
Mona Zhang was born in 1981 and holds an MBA from Rotman and a bachelor’s degree in electrical engineering from Beijing Institute of Technology. Mona Zhang has more than 15 years of experience in global investment management and corporate governance. Mona is the Founder and Managing Partner of Trunity Partners Ltd., a portfolio management firm registered with the Ontario Securities Commission in Canada, where she is responsible for capital allocation, operations, and compliance. Previously, she worked at Mackenzie Investments as a Portfolio Manager on the Global Equity and Income Team, focusing on investment research, portfolio construction, and risk oversight. Earlier in her career, she was with Burgundy Asset Management, specializing in international equity analysis. Today, Mona serves on the Boards of the Canadian Business History Association and the International Agama Zen Practice Centre. She is also a guest lecturer at the Rotman School of Management, University of Toronto. She is a CFA charterholder. Mona holds no shares in the Company as of the day of this notice and is independent in relation to the Company, its management and major shareholders.
Fredrik Blom was born in 1970 and holds a master’s degree in financial economics from Stockholm University. Throughout his professional career, Fredrik has primarily worked in sales, often within entrepreneurially driven companies. He has co-founded several companies, one of them is Svenska Studenthus, a real estate company focused on rental and student housing, which merged with K2A Fastigheter prior to the company's IPO on Nasdaq Stockholm in 2019. Fredrik has extensive experience in starting companies and developing their initial cash flows. Other companies Fredrik has co-founded and served on the board of include Jeff Fastigheter and RAW Properties. Fredrik holds 926,000 shares in the Company, directly and indirectly, as of the day of this notice. Fredrik is independent in relation to the Company, its management and major shareholders.
Resolution to revoke the issue authorisation resolved by the annual general meeting 2025 (item 10)
The Shareholders proposes that the extraordinary general meeting resolves to revoke the authorisation for the board of directors to issue shares, warrants and/or convertible debentures resolved upon at the annual general meeting 2025. This proposal reflects Moberg Pharma’s solid financial position, as the Company is well-capitalized and does not foresee a need to utilize the authorization.
The Company's existing board of directors has endorsed the Shareholders' proposals under item 7-10 above.
Shareholders’ right to request information
If a shareholder so requests and the board of directors considers it possible without this resulting in material damage to the Company, the board of directors and the CEO must provide information concerning conditions that could influence the assessment of items on the agenda, information concerning conditions that could influence assessments of the financial condition of the Company or subsidiaries as well as the Company’s relationship with another group company.
Documents
Documents according to the Swedish Companies Act will be kept available for shareholders at the Company and on the Company’s website, www.mobergpharma.se, no later than three weeks before the extraordinary general meeting. All of the documents will also, without charge, be sent to shareholders who so request and state their address. The documents will also be available at the extraordinary general meeting.
Processing of personal data
For information on how personal data is processed in connection with the extraordinary general meeting, see the integrity policy that is available at Euroclear’s webpage,
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Stockholm in September 2025
Moberg Pharma AB (publ)
The Board of Directors
Datum | 2025-09-03, kl 08:00 |
Källa | Cision |