The shareholders of SynAct Pharma AB (publ), 559058-4826, are hereby summoned to the Annual General Meeting on Thursday 11 May 2017 at 10.30am at Medicon Village, Scheelevägen 2, in Lund.
Right to participate and apply
Shareholders wishing to participate in the General Meeting must
- be registered in the share register kept by Euroclear Sweden AB on Friday 5 May 2017, and
- apply to the company in writing no later than Friday 5 May 2017 to SynAct Pharma AB, Medicon Village AB, Scheelevägen 2, SE-223 81 Lund. Applications can also be made by phone + 45 28 44 75 67 or by e-mail [email protected]. The application shall indicate the full name, personal or company registration number, shareholding, address, daytime telephone number and, where applicable, the representative, or representation (no more than 2) shall be provided. The application shall be accompanied, where appropriate, by powers or attorney, registration certificates and other authorisation documents.
Nominee-registered shares
In order to be entitled to participate in the General Meeting, shareholders who have their shares nominee-registered, by a bank or other trustee, must temporarily register the shares in their own name with Euroclear Sweden AB. Re-registration must be completed no later than Wednesday, 5 May 2017, which means that shareholders wishing to re-register must inform the trustee in good time before the said date.
Representatives etc.
If shareholders are to be represented by a representative, the representative must have a power of attorney for the Annual General Meeting written, dated and signed by the shareholder. The power of attorney must not be more than one year old, unless the period of validity (but no longer than five years) has been stated in the power of attorney. If the power of attorney is issued by a legal person, the representative shall also have the relevant registration certificate or equivalent authorisation document for that legal person. To facilitate entry, a copy of the power of attorney and other documents should be attached to the application to attend the Annual General Meeting. A power of attorney form is available on the company’s website www.synactpharma.com and is sent by mail to shareholders who contact the company and provide their address.
Number of shares and votes
The number of outstanding shares and votes in the company at the time of this notice is 12 260 021. The company does not hold any of its own shares. An additional 157 428 shares from the newly completed share subscription with the support of series TO 1 subscription options will be registered with the Swedish Companies Registration Office shortly.
Draft agenda:
0. The Annual General Meeting opens.
1. Election of Chairman of the meeting.
2. Drawing up and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two adjustment officers.
5. Determination of whether the meeting has been duly convened.
6. The Chief Executive Officer’s speech.
7. Presentation of the annual report and auditor’s report and the consolidated financial statements and consolidated auditor’s report.
8. Decision
a) on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
b) distribution of the company’s losses according to the adopted balance sheet.
c) discharge the Board of Directors and CEO of their liabilities.
9. Determination of the number of members of the Board of Directors, deputy members and the number of auditors.
10. Determination of remuneration for the Board of Directors and the auditors.
11. Election of the Board of Directors and auditor.
12. Decision to amend the Articles of Association.
13. The meeting is concluded.
Decision proposals in brief:
Distribution of earnings (point 8 b)
The Board proposes to the Annual General Meeting that the company’s losses are distributed according to the Board’s proposal in the annual report. The Board of Directors also proposes that no dividend be paid for the financial year 2016.
Determination of the number of members of the Board of Directors, deputy members and the number of auditors and deputy auditors, and determination of remuneration for the Board of Directors and auditors (points 9 and 10)
Shareholders representing approximately 38 per cent of the votes in the company have announced that they propose that there should be four members of the Board of Directors and no deputy board members and that SEK 70,000 be paid to the Chairman of the Board and SEK 60,000 to other members of the Board of Directors, excluding Thomas Jonassen. In addition, the General Meeting decided that an auditor should be appointed and that remuneration for the auditor should be paid according to the approved account in accordance with customary billing standards.
Election of Board of Directors and auditor (point 11)
Shareholders representing approximately 38 percent of the votes in the company have proposed that Lars Adlersson, Torbjørn Bjerke, Charlotte Edenius and Thomas Jonassen be re-elected as members of the Board of Directors. It was proposed that Torbjørn Bjerke be re-elected Chairman of the Board. Furthermore, the Board of Directors proposed that the company’s auditor MAZARS SET Revisionsbyrå AB be re-elected until the end of the Annual General Meeting held next financial year.
Decision to amend the Articles of association (item 12)
The Board of Directors proposes that the Annual General Meeting resolves to amend the Articles of association in accordance with the following:
| Current wording | Proposed wording |
| § 6 Board of DirectorsThe Board of Directors shall comprise a minimum of three and a maximum of eight members, with a maximum of three deputies. | § 6 Board of DirectorsThe Board of Directors shall comprise a minimum of four and a maximum of eight members, with a maximum of three deputies. |
| § 12 Record date provisionThe shareholder or trustee who is entered in the register of shareholders on the record date and recorded in the record book, according to section 4 of the Act (1998:1479) on the Accounting of Financial Instruments Act or the person recorded on the control account according to section 4. 18 § first paragraphs (6) to (8) of that law, is presumed to have the authority to exercise the rights set out in chap. 4 39 § Swedish Companies Act (2005:551). | § 12 Record date provisionThe shareholder or trustee who is entered in the register of shareholders on the record date and recorded in the record book, according to section 4 of the Act (1998:1479) on the Accounting of Financial Instruments Act or the person recorded on the control account according to section 4. 18 § first paragraphs (6) to (8) of that law, is presumed to have the authority to exercise the rights set out in chap. 4 39 § Swedish Companies Act (2005:551). |
The decision under this point presupposes, for its validity, that it is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
Other
The annual report, together with the auditor’s report for the company and the group, as well as complete proposals for decisions and power of attorney forms will be made available at the company’s offices, Scheelevägen 2 in Lund and on the company’s website ( www.synactpharma.com) from three weeks before the Annual General Meeting and sent to the shareholders who request it and provide their mailing address.
Shareholders who are present at the general meeting have the right to request information in accordance with section 7. 32 § of Swedish Companies Act (2005:551).
Lund, April 2017
SynAct Pharma AB (publ)
BOARD OF DIRECTORS
For further information about SynAct Pharma AB, please contact:
Jeppe Øvlesen Henrik Stage
CEO, SynAct Pharma AB CFO, SynAct Pharma AB
Telephone: +45 28 44 75 67 Telephone: +45 40 26 09 00
E-mail: [email protected] E-mail: [email protected]