Invitation to Annual General Meeting 2023 of Pharmacolog i Uppsala AB (publ)
The English translation of the invitation is an unofficial translation of the Swedish original. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders of Pharmacolog i Uppsala AB (publ), corporate identity number 556723-6418 (the “Company“), are hereby invited to the Annual General Meeting on Friday, June 30, 2023 at 11:00 a.m. at Clarion Hotel Gillet’s premises at Dragarbrunnsgatan 23, Uppsala, Sweden.
Right to attend the meeting
Shareholders who wish to attend the Annual General Meeting must:
be registered in their own name (not registered in the name of a nominee) in the share register maintained by Euroclear Sweden AB on the record date for the meeting, i.e. Wednesday, June 21, 2023,
notify the Company of their participation so that the notification is received by the Company no later than Wednesday, June 28, 2023, to the address Ekeby Bruk 2N, 752 63 Uppsala, Sweden or by e-mail to firstname.lastname@example.org.
Shares registered in the name of a nominee
Shareholders whose shares are registered in the name of a nominee must, in order to exercise their voting rights and participate in the meeting, temporarily register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting rights registration), so that they are entered in the share register maintained by Euroclear Sweden AB as of June 21, 2023. This means that shareholders must notify the nominee well in advance of this date. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than Friday, June 23, 2023, will be taken into account in the preparation of the share register.
Shareholders who wish to attend by proxy shall issue a written and dated power of attorney for the proxy. The power of attorney must not have been issued earlier than five years before the date of the meeting. The original power of attorney as well as registration certificates and other authorization documents showing authorized representatives of legal entities must be sent to the Company at the above address. The Company provides proxy forms upon request, and this is also available on the Company’s website, https://pharmacolog.com/ and will also be sent to shareholders who request it.
Number of shares and votes
At the time of issuing this invitation, there are a total of 19,474,682 series B shares and 0 series A shares in the Company. Each B share represents one vote. The company holds no own shares.
Opening of the meeting and election of Chairman of the Meeting
Preparation and approval of voting list
Approval of the agenda
Election of one or two persons to approve the minutes of the Meeting
Determination of whether the Meeting has been duly convened
Presentation of the annual report and auditor’s report
adoption of the income statement and the balance sheet,
allocation of the result of the Company in accordance with the adopted balance sheet, and
discharge of liability for the members of the Board of Directors and the CEO
Determination of fees for the members of the Board of Directors and the auditor
Election of members of the Board of Directors and auditor
Resolution on authorization for the Board of Directors to resolve on new issue
Closing of the Meeting
Proposals for resolutions
Item 1 – Election of Chairman of the Meeting
Erik Hedlund, or, if he is absent, such person as appointed by the Board, is proposed to be appointed as Chairman of the Meeting.
Item 7b) – Resolution on allocation of the result of the Company in accordance with the adopted balance sheet
The Board of Directors proposes that SEK 11,354 be transferred to a new account.
Item 8 – Determination of fees for the Board of Directors and the auditor
It is proposed that the remuneration to the Board of Directors for the period until the next annual general meeting shall be SEK 150,000 to the Chairman and SEK 100,000 to each of the remaining Board members.
It is proposed that the auditor’s fees for the period until the next Annual General Meeting be paid in accordance with approved invoices.
Item 9 – Election of members of the Board of Directors and auditor
The Board of Directors is proposed to consist of four (4) members with no deputy members.
It is proposed that Erik Hedlund and Ragnar Linder be re-elected, and Henrik Magnusson Hjort and Anders Hedlund be elected as new members. Erik Hedlund is proposed to be re-elected as Chairman of the Board.
The Board of Directors proposes re-election of the registered auditing company Folkesson Råd & Revision AB with Sten Eriksson as auditor in charge.
Item 10 – Resolution on authorization for the Board of Directors to resolve on new issue
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve, on one or more occasions, for the period until the next Annual General Meeting, on the issue of shares, warrants and/or convertibles. The Board of Directors shall be able to resolve on an issue with deviation from the shareholders’ preferential rights and/or with provision for consideration in kind, set-off or otherwise with conditions. The Board of Directors shall be able to make resolutions that increase the share capital up to the limit for the share capital according to the Articles of Association that applies when the issue authorization is first exercised.
An issue in accordance with this authorization shall be made on market terms. The Board of Directors shall have the right to determine the terms and conditions for issues under this authorization and who shall have the right to subscribe for the shares, warrants and/or convertibles. The reason why the Board of Directors shall be able to resolve on an issue with deviation from shareholders’ preferential rights and/or with provisions or conditions as above is that the Company shall be able to issue shares, warrants and/or convertibles in order to raise new capital and to enable the Board to direct issues to investors that the Board deems to be strategically important for the Company. If the Board of Directors deems it appropriate to facilitate the delivery of shares in connection with a new share issue as described above, this may also be done at a subscription price corresponding to the share’s quota value.
A resolution pursuant to item 10 above require for its validity support by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.
Questions to the Board of Directors and the CEO
The Board of Directors and the CEO shall, if requested by a shareholder and the Board of Directors believes that it can be done without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company’s financial situation, and the Company’s relationship with another group company. Anyone who wants to submit questions in advance can do so to Pharmacolog i Uppsala AB (publ), Ekeby Bruk 2N, 752 63 Uppsala, Sweden, or by e-mail to email@example.com.
Provision of documents
The annual report and auditor’s report as well as other documents that shall be made available pursuant to the Swedish Companies Act will be made available at the Company’s office at Pharmacolog i Uppsala AB (publ), Ekeby Bruk 2N, 752 63 Uppsala, Sweden, no later than Tuesday, June 9, 2023. The documents will also be sent free of charge to the shareholders who request them and provide their postal address.
Pharmacolog provides solutions and products that enhance work efficiency and safety when preparing injectable medication. Our goal is to help prevent medication errors and ensure maximum medication efficacy when treating patients with powerful yet potentially harmful injectable drugs. Pharmacolog’s products help staff at pharmacies and hospital wards minimize the risk of errors in the compounding process. Furthermore, by verifying that drugs and narcotics used in surgery have not been tampered with, our solutions also make a vital contribution to preventing drug diversion.