The shareholders of SynAct Pharma AB (publ), 559058-4826, are hereby summoned to the Annual General Meeting on Friday 10th May 2019 at 10.00am at Markets & Corporate Law Nordic AB’s Office, Stortorget 3 in Malmo.
Right to participate and apply
Shareholders wishing to participate in the General Meeting must
- be entered in the share register kept by Euroclear Sweden AB on Saturday, 4th May 2019 (since the record date is a Saturday, shareholders must be registered in the share register kept by Euroclear Sweden AB on Friday 3rd May 2019), and
- apply to the company no later than Monday 6th May 2019 in writing to Markets & Corporate Law Nordic AB, to: General Meeting, Stortorget 3, SE-211 22 Malmö. Applications can also be made by phone + 46 720-50 40 56 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, details of the representative, or assistants (maximum 2) shall be provided. The application should be accompanied, where appropriate, by powers or attorney, registration certificates and other authorisation documents.
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. Such re-registration must be completed by Saturday 4th May 2019 (since the record date is a Saturday, shareholders must therefore be registered in the share register kept by Euroclear Sweden AB on Friday 3rd May 2019), which means that shareholders wishing such re-registration must inform the nominee in good time before that date.
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 14,675,167. The company does not hold any of its own shares.
1. The Annual General Meeting opens.
2. Election of Chairman of the meeting.
3. Drawing up and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two adjustment officers.
6. Determination of whether the meeting has been duly convened.
7. The Chief Executive Officer’s speech.
8. Presentation of the annual report and auditor’s report and the consolidated financial statements and consolidated auditor’s report.
a) on adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet.
b) on distribution of the company’s profit/loss according to the adopted balance sheet.
c) on discharge of the members of the Board of Directors’ and the Chief Executive Officer’s liabilities.
10. Determination of the number of members of the Board of Directors, deputy members and the number of auditors and deputy auditors.
11. Determination of remuneration to the Board of Directors and the auditor.
12. Election of the Board of Directors and auditor.
13. The meeting is concluded.
Decision proposals in brief:
Distribution of earnings (point 9 b)
The Board of Directors propose to the Annual General Meeting to distribute the company’s profits/loss as proposed by the Board in the annual report. The Annual General Meeting also proposes that no dividend will be paid for the financial year 2018.
Determination of the number of members of the Board of Directors, deputy members and the number of auditors and deputy auditors, and the determination of remuneration to the Board of Directors and auditor (points 10 and 11)
Shareholders representing approximately 35 per cent of the votes in the company have announced that they propose that the board consist of four members of the Board of Directors and no deputy board member and that board remuneration should be SEK 60,000 to the Chairman of the Board and SEK 60,000 to other members of the Board of Directors, excluding Thomas Jonassen. In addition, the Board of Directors proposed and decided that an auditor and no deputy 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 and auditor (point 12)
Shareholders representing approximately 35 percent of the votes in the company have announced that they propose that Torbjørn Bjerke, John Haurum, Thomas Jonassen and Terje Kalland 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 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.
Personal data collected from the share register kept by Euroclear Sweden AB, notification of attendance at the meeting and information on deputies, agents and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, in the minutes of the Annual General Meeting.
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) for 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 2019
SynAct Pharma AB (publ)
BOARD OF DIRECTORS
For further information about SynAct Pharma AB, please contact:
CEO, SynAct Pharma AB
Telephone: +45 28 44 75 67
E-mail: [email protected]
CSO, SynAct Pharma AB
Telephone: +45 40 15 66 69