Prostatype Genomics
NOTICE OF Extraordinary GENERAL MEETING IN Prostatype Genomics ab (PUBL)
The shareholders in Prostatype Genomics AB (publ) reg. no. 556726-0285 (the “Company”) are hereby convened to the extraordinary general meeting on Tuesday 16 July 2024 at 10:00 AM at the Company´s office on Gustaf III:s Boulevard 34, 169 73 Solna.
Right to participate in the general meeting
Shareholders who wish to participate at the extraordinary general meeting shall:
- on Monday 8 July 2024 (the record date), be registered in the share register kept by Euroclear Sweden AB in their own names (not nominee-registered shares), and
- notify the Company of his or her intention to attend the general meeting no later than Friday 12 July 2024. Notification shall be made via e-mail to alexander.hase@lindahl.se or by post to the address Prostatype Genomics, c/o Advokatfirman Lindahl KB, att. Alexander Hase, Box 1203, 751 42 Uppsala.
Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), address and telephone number, number of shares, details on advisors, if any, and where applicable, details on proxies.
Nominee-registered shares
Shareholders who have nominee-registered shares shall, in order to exercise their voting rights and participate in the meeting, register for the meeting, and temporarily register the shares in their own names with Euroclear Sweden (so-called voting rights registration), so that the person concerned is included in the share register kept by Euroclear Sweden as of the record date, i.e. Monday 8 July 2024. This means that shareholders need to notify the concerned trustee of their wish in this regard well in advance of this date. Voting rights registration requested by shareholders in such a time that the registration has been made by the relevant trustee no later than Wednesday 10 July 2024 will be taken into in the share register.
Proxy
Shareholders who wish to exercise their voting right by proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity needs to be attached. The power of attorney may be valid for a maximum of five years from issuance. The power of attorney in original (together with any authorization documents, such as registration certificate) should be sent well in advance of the meeting to the Company at the above address. The Company provides proxy forms upon request, and this is also available on the Company's website, www.prostatypegenomics.com.
Proposed agenda
- Opening of the general meeting and 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
- Resolution on a) approval of the board’s proposal for a resolution to amend the articles of association and b) the subsequent approval by the general meeting of the board’s resolution on 13 June 2024 regarding the new issue of units with preferential rights for existing shareholders
- Resolution on authorization
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The nomination committee proposes that Mattias Prage, lawyer at Advokatfirman Lindahl, is elected as chairman of the general meeting.
Item 6 – Resolution on a) approval of the board’s proposal for a resolution to amend the articles of association and b) the subsequent approval by the general meeting of the board’s resolution on 13 June 2024 regarding the new issue of units with preferential rights for existing shareholders.
a) The board’s proposal for a resolution to amend the articles of association
In order to enable the new issue of units according to item b) below, the board proposes that the general meeting resolves that the limits of the articles of association for share capital and number of shares be changed as follows.
The limits of the articles of association for share capital are changed from the current minimum of SEK 6,000,000 and a maximum of SEK 24,000,000 to a minimum of 50,000,000 SEK and a maximum of 200,000,000 SEK. The limits on the number of shares are changed from a minimum of 600,000,000 and a maximum of 2,400,000,000 to a minimum of 5,000,000,000 and a maximum 20,000,000,000. § 4 and § 5 of the articles of association are therefore proposed to read as follows:
Ҥ 4 Share capital
The share capital shall be not less than SEK 50,000,000 and not more than SEK 200,000,000.
§ 5 Number of shares
The number of shares shall be not less than 5,000,000,000 and not more than 20,000 000,000.”
b) The subsequent approval by the general meeting of the board’s resolution on 13 June 2024 regarding the new issue of units with preferential rights for existing shareholders
On 13 June 2024, the board of directors of Prostatype Genomics AB (publ), corp. reg. no. 556726-0285, resolved, subject to the subsequent approval by the general meeting, to increase the Company’s share capital of not more than SEK 69,356,783.02 (of which not more than SEK 49,540,559.3 is attributable to an increase due to the issue of shares and not more than 19,816,223.72 is attributable to an increase due to the issue of warrants) through a new issue of not more than 990,811,186 so-called units with preferential rights for existing shareholders according to the following terms and conditions.
- Each unit consists of five (5) shares and two (2) warrants of series TO 4. This means that a maximum of 4,954,055,930 new shares and a maximum of 1,981,622,372 new warrants can be issued.
- The right to subscribe for units with preferential rights shall be granted to those who are registered as shareholders in the Company on the record date of the rights issue, whereby each such shareholder shall be entitled to one (1) unit right for each existing share. One (1) unit right entitles the holder to subscribe for one (1) unit.
- In the event that not all units are subscribed for with unit rights, the board of directors shall, within the limit of the maximum amount of the rights issue, resolve on the allocation of units not subscribed for with preferential rights. Such allocation shall primarily be made to subscribers who have subscribed for units with unit rights, regardless of whether the subscriber was a shareholder on the record date for the rights issue or not, and, in the event of oversubscription, pro rata in relation to the number of units subscribed for with unit rights. Secondly, allocation shall be made to those who have subscribed for units without unit rights and, in the event of oversubscription, pro rata in relation to the number of units subscribed for in the application and, to the extent that allocation cannot be made pro rata, by drawing lots. Thirdly, allocation shall be made to guarantors in accordance with the terms of issued guarantee commitments.
- The record date for participation in the rights issue shall be 15 August 2024.
- Subscription of units with preferential rights shall be made in cash or set-off during the period from 19 August 2024 to 2 September 2024.The board of directors shall have the right to extend the subscription and payment period.
- Subscription of units without preferential rights shall be made by subscription on a subscription list during the period 19 August 2024 to 2 September 2024. Payment shall be made in cash no later than three (3) banking days after the notification of allotment has been sent. The board of directors shall have the right to extend the subscription and payment period.
- Each unit is issued at a price of SEK 0.05 per unit, which corresponds to a subscription price of SEK 0.01 per share (corresponding to the quota value of the share). The warrants are issued free of charge.
- Each warrant of series TO 4 shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 70 percent of the 10-day volume-weighted average price prior to the first day of the exercise period. If the subscription price exceeds the quota value of the shares, the excess amount shall be added to the unrestricted share premium reserve. Subscription of shares by virtue of warrants of series TO 4 shall be made in accordance with the terms and conditions for the warrants during the period 25 November 2024 to 9 December 2024. The warrants shall otherwise be subject to the terms and conditions set out in Appendix A.
- The right issue resolution requires amendment to the articles of association.
- The new shares carry the right to dividends from the first time on the record date for dividends that occurs immediately after the rights issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register kept by Euroclear Sweden AB. Shares issued as a result of new subscriptions based on warrants carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new subscription has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register kept by Euroclear Sweden AB.
- The CEO, or the person appointed by the board of directors, shall be entitled to make such minor adjustments as may be required in connection with the execution of the resolution and in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 7 – Resolution on authorization
The board proposes that the general meeting authorizes the board to, on one or more occasions during the time leading up to the next annual general meeting, resolve to increase the Company's share capital within the limits of the articles of association by issuing shares and/or warrants. The authorization may only be used to issue units to those who acted as guarantors in the share issue proposed in the previous item. If the board utilizes the authorization, it may therefore be done with a deviation from the shareholders' pre-emptive right and with the condition that payment may be made by set-off. The reason why the board should have this right is for the Company to be able to fulfill contractual obligations towards guarantors in the aforementioned issue. The CEO, or whoever the board appoints, shall have the right to make the minor adjustments that may be required in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirements
The general meeting's approval of the board's resolution to issue new shares requires that the articles of association are in accordance with item 6 a). The resolution of the general meeting in accordance with item 6 a) and b) above shall therefore be adopted as one resolution. Such a resolution is valid only if it has been supported by shareholders representing not less than two-thirds of both the votes cast and the shares represented at the general meeting. The same majority also applies to the resolutions according to item 7 (the authorization).
Number of shares and votes
There are a total of 990,811,186 shares and votes in the Company.
Handling of personal data
For information regarding the processing of your personal data, please refer to https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy_for_deltagare_pa_bolagsstammor_20181023.pdf
Questions to the board of directors and the CEO
The Board the CEO must, if a shareholder requests it, and the Board considers that it can be done without significant damage to the Company, at the general meeting provide information about conditions that may affect the assessment of a matter on the agenda. A shareholder who wants to submit questions in advance is welcome to do so at the address Gustaf III:s Boulevard 34, 169 73 Solna, or via e-mail to info@prostatypegenomics.com.
Documents
The board's proposals for resolutions and documents according to chapter 13-14 in the Swedish Companies Act is available on the Company's website www.prostatypegenomics.com and at the Company's office at Gustaf III:s Boulevard 34, 169 73 Solna. The documents are sent free of charge to shareholders who request it and who state their postal address.
Solna in June 2024
Prostatype Genomics AB (publ)
The board of directors
Datum | 2024-06-17, kl 20:00 |
Källa | MFN |
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