The shareholders of Acarix AB, reg. no. 559009-0667 (the “Company”), are hereby invited to the annual general meeting on Tuesday 14 May 2024 at 10:00 CET at Baker McKenzie Advokatbyrå’s offices on Vasagatan 7 in Stockholm.
Right to attend and notification
Shareholders who wish to attend the annual general meeting must:
i. on the record date, which is Friday 3 May 2024, be registered in the share register maintained by Euroclear Sweden AB; and
ii. notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than on Tuesday 7 May 2024. The notification shall be in writing to Acarix AB, Attn: Christian Lindholm, c/o Regus Hyllie, Hyllie Boulevard 34, 5 tr, 215 32 Malmö, or via e-mail to christian.lindholm@acarix.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Friday 3 May 2024 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Tuesday 7 May 2024 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company’s disposal no later than on Tuesday 7 May 2024. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.
A proxy form will be available on the Company’s website, www.acarix.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Draft agenda
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of the voting list
- Election of one or more persons to certify the minutes
- Examination of whether the meeting has been properly convened
- Approval of the agenda
- Presentation of the annual report and the auditors’ report and the group annual report and the group auditor’s report
- Resolutions regarding:
- adoption of income statement and balance sheet and the group income statement and the group balance sheet;
- decision regarding the profit or loss of the Company in accordance with the adopted balance sheet; and
- discharge from liability of the board of directors and the managing director.
- Determination of the number of directors and auditors
- Determination of fees to the board of directors and to the auditors
- Election of the board of directors and auditors
- Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
- Closing of the meeting
Proposed resolutions
Item 2: Election of chair of the meeting
The board of directors proposes that Carl Bohman, LL.M., at Baker McKenzie Advokatbyrå, is appointed as chair of the general meeting or, in his absence, the person appointed by him.
Item 8.b: Resolution regarding decision regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Item 9-11: Determination of the number of directors and auditors, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditors
The nomination committee’s complete proposal for resolution and motivated opinion will be presented no later than the day of the annual general meeting.
Item 12: Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, in the amount not exceeding twenty (20) percent of the total number of shares in the Company at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company or in connection with acquisitions.
Issuances of new shares, convertibles or warrants under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office.
Majority requirements
Resolution in accordance with item 12 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes
The total numbers of shares and votes in the Company on the date of this notice are 792,164,597. The Company holds no own shares.
Other
Copies of accounts, auditor statement and proxy form are available at least three weeks in advance of the annual general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. The nomination committee’s proposal regarding the board of directors will be available no later than the date of the annual general meeting. All documents are available at the Company at c/o Regus Hyllie, Hyllie Boulevard 34, 5 tr, 215 32 Malmö, and on the Company’s website, www.acarix.com, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Malmö in April 2024
Acarix AB
The board of directors