NOTICE OF EXTRAORDINARY GENERAL MEETING IN PHARMACOLOG I UPPSALA AB (PUBL)
The shareholders of Pharmacolog i Uppsala AB, reg. no. 556723-6418 (the “Company“), are hereby invited to an extraordinary general meeting on November 15, 2023 at 10.00 a.m. at Clarion Hotel Gillet, Dragarbrunnsgatan 23, Uppsala. Registration starts at 09.30 am.
ELIGIBILITY AND NOTIFICATION
Shareholders who wish to attend the general meeting shall
be entered in the share register maintained by Euroclear Sweden AB on November 7, 2023,
and no later than November 9, 2023, register with the Company for participation in the meeting. Notification of participation is made in writing to the Company under the address Pharmacolog i Uppsala AB, Ekeby Bruk 2N, 752 63 Uppsala, "Extraordinary General Meeting" or by e-mail to email@example.com. When registering, please state your name, personal or organization number, shareholding, address, daytime telephone number and information about any assistants (maximum two assistants). In addition, where applicable, complete authorization documents such as registration certificate or equivalent should be attached to the notification. For notification of the number of assistants, the same time and addresses apply.
NOMINEE REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must register their shares in their own name in order to be entitled to participate in the meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures. Voting rights registrations completed (registered with Euroclear Sweden AB) no later than November 9, 2023 are taken into account in the preparation of the share register.
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 is 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 sent by letter to the Company at the above address well in advance of the meeting. The proxy form is available on the Company's website (www.pharmacolog.com) no later than two weeks before the meeting.
Opening of the meeting
Election of the chairman of the meeting
Preparation and approval of the voting list
Approval of the agenda
Election of one or two verifiers
Examination of whether the meeting has been duly convened
Resolution on a) amendment of the Articles of Association (share capital) and b) reduction of the share capital for allocation to non-restricted equity
Resolution to authorize the Board of Directors to make minor adjustments to the resolutions adopted by the General Meeting.
Closing of the meeting
PROPOSAL FOR A DECISION
Item 7 – Resolution on a) amendment of the Articles of Association (share capital) and b) reduction of the share capital for allocation to unrestricted equity
In order to create an appropriate quota value for the Company, the board of directors proposes that the general meeting resolves to reduce the Company's share capital in accordance with b) below. In order to enable the reduction of the share capital in accordance with the board of directors' proposal b) below, the board of directors proposes that the general meeting resolves to amend the limits of the articles of association for the share capital in accordance with a) below.
The resolution to reduce the share capital under item b) requires an amendment of the articles of association in accordance with item a) and vice versa. The board of directors thus proposes that resolutions in accordance with the board of directors' proposals under items a) and b) shall be adopted as one resolution. Each proposal submitted under this item 7 is conditional on the other proposals under this item.
A valid resolution under this proposal requires the support of shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.
Amendment of the Articles of Association (share capital)
The Board of Directors proposes that the Meeting resolves to amend § 4 of the Articles of Association regarding the share capital as follows:
Section 4 Share capital
The share capital is at least SEK 11 500 000. and a maximum of SEK 46 000 000.
The share capital is no less than SEK 650 000 and no more than SEK 2 600 000.
Reduction of share capital for allocation to unrestricted equity
The board of directors proposes that the general meeting resolves to reduce the Company's share capital in accordance with the terms below:
Due to the ongoing subscription period for the Company's warrants of series TO2, the Company's share capital, at the time of the meeting, can theoretically amount to a maximum of SEK 12,111,729.981. Therefore, the board of directors proposes that the Company's share capital shall be reduced by a maximum of SEK 11,449,591.081 to a minimum of SEK 662,138.90.
The purpose of the reduction is an allocation to unrestricted equity.
The reduction shall be carried out without withdrawal of own shares and means that the share capital is reduced from the level at the time of the meeting (maximum SEK 12,111,729.981) to at least SEK 662,138.90 in order to reduce the quota value of the share from SEK 0.177 to at l e a s t SEK 0.01.
A resolution to reduce the Company's share capital in accordance with this proposal requires authorization from the Swedish Companies Registration Office or a general court. Provided that the required authorization is obtained, the reduction resolution is expected to be implemented in January 2024.
Item 8 – Resolution authorizing the Board of Directors to make minor adjustments to the resolutions adopted by 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 of the resolutions adopted at the meeting to the extent required for registration of the resolutions.
Shareholders' right to receive information
According to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request that the board of directors and the CEO provide information on 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 managing director shall disclose such information if the board of directors considers that it can be done without significant harm to the Company.
Proxy forms and documents according to the Swedish Companies Act will be available at the Company's premises at Pharamcolog i Uppsla AB, Ekeby Bruk 2N, 752 63 Uppsala and on the Company's website (http://www.pharmacolog.com) no later than two weeks before the meeting. Copies of the aforementioned documents will also be sent to shareholders who so request and state their address and will also be available at the meeting. For ordering documents, the same address and e-mail address apply as for notification to the meeting.
Number of shares and votes
At the time of issue of this notice, the total number of shares and votes in the Company amounts t o 66,213,890, divided into 0 shares of series A and 66,213,890 shares of series B. The Company holds no own shares.
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.