Notice of Annual General Meeting 2022 in Enzymatica AB (publ)
Lund, 28 March 2022
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Notice of Annual General Meeting 2022 in Enzymatica AB (publ)
The annual general meeting of Enzymatica AB (publ), reg. no. 556719-9244 (the “Company”), will be held on 28 April 2022 at 14:30, Elite Hotel Ideon, Scheelevägen 27 in Lund.
Those who wish to participate in the annual general meeting must:
(i) be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances as per the record date of 20 April 2022; and
(ii) give notice of intent to participate no later than 22 April 2022. Notification shall be made either in writing to Enzymatica AB, Att: Louise Forssell, Ideon Science Park, Scheelevägen 19, SE-223 70 Lund, or by email, firstname.lastname@example.org.
The notice shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two (2). The notification should, where appropriate, be accompanied by proxies, registration certificates and other documents of authority.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the annual general meeting, register its shares in its own name at Euroclear Sweden AB so that the shareholder is listed in the share register as of the record date of 20 April 2022. Such re-registration may be temporary (so called voting rights registration), and a request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that has been made by the nominee no later than 22 April 2022, will be taken into account in the presentation of the share register.
If a shareholder is to vote through a proxy, a written, dated and signed proxy by the shareholder must be provided at the general meeting. The proxy may not be older than one (1) year, unless longer validity (maximum of five (5) years) is stated in the proxy. If the proxy is issued by a legal entity, the current registration certificate or equivalent authorisation document for the legal entity must also be provided. To facilitate an easier passing, a copy of the proxy and other documents of authority should be enclosed with the registration for the general meeting. Proxy forms will be kept available on the Company’s website, www.enzymatica.se, and at the Company’s head office and will be sent by post to shareholders who contact the Company and state their address.
- Opening of the meeting
- Election of chairman of the meeting
- Election of persons to approve the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- Presentation of the annual report and auditor’s report and the consolidated annual report and consolidated auditor’s report
- Address by the CEO
- Resolution on:
(a) Adoption of the profit and loss statement and balance sheet, as well as the consolidated profit and loss statement and the consolidated balance sheet
(b) Distribution of the Company’s profit or loss according to the adopted balance sheet
(c) Discharge from liability of the members of the board of directors and the CEO
- Determination of the number of members of the board of directors and auditors
- Determination of remuneration to the members of the board of directors and the auditors.
- Election of:
(a) Members of the board of directors and deputy directors
(b) Chairman of the board of directors
(c) Auditors and any deputy auditors
- Resolution regarding authorisation of the board of directors to issue new shares
- Closing of the meeting
Item 2 – Resolution on election of chairman of the meeting
The nomination committee proposes that attorney Henric Stråth, Moll Wendén Law Firm, shall be elected chairman of the meeting.
Item 9(b) – Resolution on disposition of the Company’s profit or loss
The board of directors has proposed to the 2022 annual general meeting that no dividend is paid and that the funds at the disposal of the general meeting are carried forward.
Items 10–12 – Resolution on election of members of the board of directors and auditor and remuneration
In accordance with the principles for the Nomination Committee which were established at the annual general meeting 2019, the nomination committee shall consist of representatives of the four largest shareholders at the end of September each year, together with the chairman of the board. The Nomination Committee, in respect of the annual general meeting 2022, has been comprised of Mats Andersson (Abanico Invest AB and several other companies as well as private holdings), Håkan Roos (Roosgruppen AB), Björn Algkvist (Fibonacci Asset Management AB), Guðmundur Pálmason (Fortus hf.) and the chairman of the board, Bengt Baron. Håkan Roos served as chairman of the Nomination Committee.
Proposal pursuant to item 10: The nomination committee proposes that the board of directors shall consist of six (6) ordinary members without deputies until the end of the next annual general meeting. Furthermore, the nomination committee proposes that one registered auditing company is appointed as auditor until the end of the next annual general meeting.
Proposal pursuant to 11: The nomination committee proposes that remuneration for the board of directors, excluding remuneration for committee work, shall be paid with a total of SEK 1,625,000 (unchanged) of which SEK 500,000 (unchanged) is remuneration for the chairman of the board of directors and SEK 225,000 (unchanged) to every other member of the board of directors who are not employed by the Company. In addition, the nomination committee proposes that remuneration for work in the audit committee shall be paid with SEK 175,000 (unchanged) to the chairman of the audit committee and SEK 50,000 (unchanged) to every other member of the audit committee. The nomination committee proposes that no remuneration shall be paid for work in the remuneration committee.
The nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
Proposal pursuant to item 12: The nomination committee proposes re-election of Bengt Baron, Guðmundur Pálmason, Mats Andersson, Louise Nicolin and Helene Willberg as well as the election of Moa Fransson as ordinary members. Fredrik Lindberg has declined re-election. Furthermore, the nomination committee proposes the re-election of Bengt Baron as chairman of the board.
Information on the proposed new board member:
Moa Fransson: born 1981
Education: Master of Science, Department of Medicine and Department of Health and Caring Sciences, Uppsala University. Biomedical scientist, Department of Medicine, Uppsala University. Doctor of Medicine PhD, Department of Medicine, Uppsala University. Post doc in neurological diseases, Department of immunology, genetics and pathology (IGP). Researcher in the EXODIAB national network (Excellence Of Diabetes Research in Sweden). Guest Researcher at the Department of Immunology, Pittsburgh University, USA.
Other current assignments: CEO, Genagon Therapeutics AB.
Previous assignments: COO at Genagon Therapeutics AB. Business Advisor with a focus on Life Science at Uppsala University Innovation. Program manager at Mentor4Research, Uppsala University Innovation. Local program manager within Business creation at the European Institute of Innovation and Technology (EIT). Co-founder of BioFlow systems AB.
Independent in relation to major shareholders: Yes
Independent in relation to the company: Yes
Shareholding (own and closely related): 0
Information on members proposed for election is available on the Company’s website, www.enzymatica.se
The nomination committee proposes, in accordance with the audit committee’s recommendation, re-election of the registered auditing company Deloitte AB as auditor in the Company for the period until the end of the next annual general meeting. Deloitte AB has notified that, should the annual general meeting approve the proposal, the authorised public accountant Jeanette Roosberg will be the auditor-in-charge.
Item 13 – Resolution regarding authorisation of the board of directors to issue new shares
The board of directors proposes that the meeting authorises the board of directors until the next annual general meeting to, on one or more occasions, resolve to increase the Company’s share capital by issue of no more than shares corresponding to ten (10) per cent of the total number of shares in the Company at the time of the meeting’s decision of authorisation.
However, such issues may not cause the share capital in the Company to exceed the Company’s highest allowed share capital according to the articles of association. The board of directors may deviate from the shareholders’ preferential rights. The reason for the board of directors’ authorisation to deviate from the shareholders’ preferential rights is to enable the Company to raise new capital and to take advantage of future opportunities to attract new long-term owners and to finance the Company’s growth strategy. The authorisation also includes the right to decide on payment for the issued shares by set-off, in kind or other conditions as referred in Chapter 13, section 5, item 6 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). At a deviation from the shareholders’ preferential rights, the issue rate shall be determined in accordance with market conditions, taking into account any discount on market terms.
For a valid resolution on the proposal pursuant to item 13, the proposal has to be supported by shareholders with at least two-thirds (2/3) of the votes cast as well as the shares represented at the meeting.
The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act will be made available at the Company and at the Company’s website, www.enzymatica.se, at least three weeks prior to the annual general meeting. The documents will also be sent free of charge to shareholders who so request and provide their address to the Company. In other respects, the board of directors’ complete proposals for resolutions are stated in the notice.
Information at the annual general meeting
The board of directors and CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relation to other companies within the group.
Shareholders who wish to submit a question in advance can do so by mail to Louise Forssell at the address Enzymatica AB, Att: ”AGM 2022”, Ideon Science Park, Scheelevägen 19, SE-223 70 Lund or via email to email@example.com. Submissions should include the name of the shareholder including such shareholder’s personal or organisation number. It is also recommended that the submission includes the shareholder’s postal address, email address and telephone number.
Shares and votes in the Company
The total number of shares and votes in the Company amounts as per the date of this notice to 149,324,400. The Company does not hold any own shares.
Processing of personal data
For information on how your personal data is processed, the Company refers to the integrity policy available on Euroclear Sweden AB’s website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in March 2022
Enzymatica AB (publ)
The Board of Directors
For more information please contact:
Claus Egstrand, CEO, Enzymatica AB
Phone: +44 7780 22 8385 | Email: firstname.lastname@example.org
Stefan Olsson, Communication Manager, Enzymatica AB
Phone: +46 (0)708 55 11 85 | Email: email@example.com
About Enzymatica AB
Enzymatica AB develops and sells health care products for primarily conditions of the ear-nose-and-throat region. The products are based on a barrier technology that includes marine enzymes. The company’s first product is the medical device ColdZyme®, a mouth spray against common cold. The product has been launched in about 30 markets on 4 continents. The strategy is to continue to grow by developing more health care products and strengthening the company’s position in existing markets and expanding into new geographic markets through established partners. The company has its headquarters in Lund, Sweden, and is listed on Nasdaq First North Growth Market. For more information, please visit: www.enzymatica.com.
Enzymatica’s certified adviser is Erik Penser Bank.
Phone: +46 (0)8 463 83 00 | Email: firstname.lastname@example.org