The shareholders of Inzile AB (publ), 556907-0070, (the ”Company”) are hereby given notice to attend the Annual General Meeting on Tuesday, May 11, 2021.
Due to the ongoing pandemic, the Board of Directors has decided that the Annual General Meeting shall be conducted without the physical presence of shareholders, proxies and third parties, and that the exercise of voting rights may only take place by post prior to the meeting.
Information on the Annual General Meeting’s resolutions will be published as soon as the outcome of the postal vote is finally compiled on May 11, 2021.
Shareholders who wish to attend the meeting shall be entered in the share register, kept by Euroclear Sweden AB, as of Monday, May 3, 2021, and, no later than May 10, 2021, register by casting their postal vote according to instructions under the heading ‘Postal voting’ below so that the postal vote is received by the Company no later than that day. Please note that registration for the Annual General Meeting may only be made by postal voting.
To be entitled to attend the Annual General Meeting, a shareholder who has allowed nominee registration of their shares must, in addition to registering attendance at the Annual General Meeting by casting their postal vote, have the shares registered in their own name so that the shareholder is listed in the share register. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Wednesday, May 5, 2021 will be taken into account in the presentation of the share register.
Shareholders may exercise their voting rights at the Annual General Meeting only by voting in advance, so-called postal voting, in accordance with section 22 of the Swedish Act (2020:198) on temporary exemptions to facilitate the implementation of general and association meetings. For advance voting, shareholders shall use a digital form on www.inzile.com which is completed and submitted electronically no later than May 10, 2021.
The shareholder shall not supply the postal vote with special instructions or conditions. If this occurs, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions can be found in the postal voting form.
If the shareholder postal votes by proxy, a power of attorney shall be attached to the form. Power of attorney forms are provided by the Company on request and are also available on the Company’s website www.inzile.com. The power of attorney is valid for one (1) year from the date of issue or the longer period of validity specified in the power of attorney, albeit a maximum of five (5) years. If the shareholder is a legal entity, a registration certificate or other authorization documentation, not older than one (1) year, which shows an authorized signatory shall be attached to the form.
Shareholders’ right to receive information
The Board of Directors and the CEO shall, if any shareholder so requests and the Board considers that this can take place without significant damage to the Company, provide information on circumstances that may affect the assessment of a matter on the agenda, circumstances which may affect the assessment of the Company’s or subsidiaries financial situation, and the Company’s relationship with another group company. Requests for such information shall be submitted in writing to the Company no later than ten days before the Annual General Meeting, i.e. no later than Saturday, May 1, 2021, to Inzile AB, Box 55, 593 21 Västervik or via e-mail to info@Inzile.com. The information is provided by making it available on the Company’s website www.inzile.com no later than Thursday, May 6, 2021. The information is also sent within the same time to the shareholder who requested it and provided their address.
- Election of the Chair of the general meeting
- Establishment and approval of the voting list
- Approval of the agenda
- Election of two adjusters
- Determination of whether the general meeting has been duly convened
- Presentation of the annual report and the auditor’s report, as well as the consolidated accounts and the consolidated auditor’s report
- Resolution on
- the adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
- appropriations with regard the Company’ profit or loss according to the approved balance sheet
- the discharge from liability for the board members and the CEO.
- Resolution on the number of board members, deputy board members, and number of auditors and deputy auditors
- Resolution on the fees to the Board of Directors and the auditor
- Election to the Board of Directors and of auditor
- Resolution on the authorization for the Board of Directors to issue shares, subscription warrants and/or convertibles
- Resolution on principles for the appointment of the Nomination Committee prior to the 2022 Annual General Meeting
Item 1 – Election of the Chair of the general meeting
Shareholders in the Company propose that Johan Svärd be appointed Chair of the meeting.
Item 2 – Establishment and approval of the voting list
The voting list that is proposed to be approved is the voting list that is drawn up based on the general meeting share register and received postal votes, verified by the adjuster.
Item 4 – Election of two adjusters
Shareholders propose that Ragnar Åhgren and Peter Wergens (or, if unable to, the person instead assigned by the Board of Directors) be elected as adjusters.The adjusters’ tasks also include verifying the voting list and that incoming postal votes are correctly reproduced in the minutes of the meeting.
Item 7 b – Appropriation with regard the Company’s profit or loss according to the approved balance sheet
The Board of Directors proposes no dividend payment.
Items 8 – 10 – Resolution on the number of board members, deputies, and number of auditors, resolution on the fees to the Board of Directors and the auditor, and election to the Board of Directors and of auditor
Shareholders propose that the Board of Directors shall consist of six ordinary members without a deputy, that the Company shall have a registered auditing company as auditor, that Johan Svärd, Ragnar Åhgren, Anders Aspegren, Meg Tivéus, Vivianne Holm and Thomas Tscherning be re-elected as board members. Johan Svärd is proposed to be re-elected Chair. It is proposed that Öhrlings PricewaterhouseCoopers AB be elected as auditor. Fees to ordinary members are proposed to be SEK 285 600 (six price base amounts) to the Chair of the Board and SEK 142 800 (three price base amounts) each to other board members.No board fees are paid to the CEO.
Fees to the auditor are proposed to be paid as per an approved invoice.
Item 11 – Resolution on the authorization for the Board of Directors to issue shares, subscription warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, decide on the new issue of shares and/or issueof subscription warrants and/or convertibles against cash payment and/or with a provision on non-cash or offset, or with other conditions.To the extent that the authorization is exercised, the number of shares that may be issued, or alternatively added, when exercising subscription warrants or conversion in total corresponds to a maximum of 20 percent of the total number of outstanding shares in the Company at the time when the Board of Directors first exercises the authorization.
Deviation from the shareholders’ preferential rights shall be possible in order to strengthen the company’s financial position, achieve increased distribution in the Company’s ownership structure, and/or provide the Company with increased institutional ownership.In the event of a deviation from the shareholders’ preferential rights, the subscription price shall be determined on market terms, whereby such a market discount as the Board of Directors deems necessary may be taken into account.
The Board of Directors, or the person appointed by the Board, is authorized to make the minor adjustments to the decision that may prove necessary in conjunction with the registration of the decision with the Swedish Companies Registration Office and Euroclear Sweden AB, respectively.
For a valid resolution, according to the present proposals above, it is required that the resolution is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
Item 12 – Resolution on principles for the appointment of Nomination Committee prior to the 2022 Annual General Meeting
The Board of Directors proposes that the Nomination Committee prior to the 2022 Annual General Meeting be appointed as follows.
Prior to the 2022 Annual General Meeting, the Nomination Committee shall consist of members appointed by the four largest shareholders as of August 31, 2021, in accordance with the share register kept by Euroclear Sweden, as well as the Chair of the Board. The Chair of the Board shall also convene the first meeting of the Nomination Committee.
If a shareholder who has the right to appoint a member to the Nomination Committee waives the right to appoint a member, the right to appoint a member shall pass to the largest shareholder who has not previously had the right to appoint a member to the Nomination Committee. The member appointed by the largest shareholder in terms of votes shall, unless the Nomination Committee decides otherwise, be appointed Chair of the Nomination Committee.
If one or more shareholders who have appointed members to the Nomination Committee no longer belong to the four largest shareholders in the Company at a time more than two months before the 2022 Annual General Meeting, the members appointed by these shareholders shall offer to resign, and new members are appointed by the new shareholder who then belongs to the four largest shareholders. Unless there are special reasons, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place, or if the change occurs later than two months before the Annual General Meeting.
If a member of the Nomination Committee resigns their charge before the Nomination Committee’s work is completed, the same shareholder who appointed the resigning member shall, if deemed necessary, have the right to appoint a new member, or if the shareholder is no longer among the four largest shareholders, the largest shareholder in turn.
Changes in the Nomination Committee shall be announced immediately. The composition of the Nomination Committee shall be announced no later than six months before the general meeting.
No remuneration shall be paid to the members of the Nomination Committee. However, the Company shall pay the necessary expenses that the Nomination Committee may incur within the framework of its work.
The Nomination Committee shall carry out its charge in accordance with the Swedish Code of Corporate Governance. The term of office of the Nomination Committee ends when the subsequent Nomination Committee has been announced.
The reporting documentation and auditor’s report are available on the Company’s website, www.inzile.com, as of April 20, 2021. Copies of this documentation will be sent to the shareholders who request it and state their postal address.
Processing of personal information
Shares and votes
The Company has 19 827 135 shares and votes.
Inzile AB (publ)
Board of Directors
This document is a translation of the corresponding Swedish document. In the event of any discrepancies between the text contained in this document and the Swedish document, the latter shall prevail.
For further information, please contact:
Ragnar Åhgren, CEO, firstname.lastname@example.org, +46 73 356 89 89
Peter Wergens, CFO, email@example.com, +46 73 325 75 04