The shareholders of Promore Pharma AB (publ), reg. no. 556639-6809 ("Promore" or the "Company"), are hereby invited to an extraordinary general meeting on 29 December 2023 at 10:00 am CET at Eversheds Sutherland's premises at Sveavägen 20, 111 57 Stockholm. Registration starts at 9:45 am CET. Notice of an extraordinary general meeting is issued due to a request from the shareholder Corespring New Technology AB (the "Shareholder") who controls at least one tenth of all shares in the Company.
Right to participation and registration
Shareholders who wish to attend the general meeting must
- be entered in the share register maintained by Euroclear Sweden AB on 19 December 2023,
- notify the Company of their participation in the general meeting no later than 21 December 2023 by e-mail to sabrinaibrisevic@eversheds-sutherland.se or by ordinary mail to Eversheds Sutherland Advokatbyrå AB, Attn: Sabrina Ibrisevic, Box 14055, 104 40 Stockholm, Sweden. Upon notification, the shareholder shall state name, personal or corporate identity number, address and telephone number and, where applicable, information about advisors (maximum 2).
NOMINEE REGISTERED SHARES
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must register their shares in their own name in order to be entitled to participate in the General Meeting. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's procedures. Voting rights registrations completed (registered with Euroclear Sweden AB) no later than 21 December 2023 are taken into account in the preparation of the share register.
REPRESENTATION BY PROXY ETC.
Shareholders represented by proxy shall issue a written power of attorney for the proxy, signed and dated by the shareholder. The period of validity of the power of attorney may not exceed five years if specifically stated. If no period of validity is specified, the power of attorney is valid for a maximum of one year. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or equivalent for the legal entity must be attached. The original power of attorney and any certificate of registration should be sent to the Company at the above address well in advance of the general meeting. The proxy form will be available on the Company's website (www.promorepharma.com) no later than two weeks before the general meeting.
Proposed AGENDA
1. Opening of the meeting
2. Election of the chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two verifiers
6. Examination of whether the meeting has been duly convened
7. Presentation of the board of directors' resignation statement and audit report for the period 1 January 2023 to 10 October 2023
8. Resolution on
a) adoption of the income statement and balance sheet in the board of directors' resignation statement
b) discharge from liability for the members of the board of directors and the chief executive officer
9. Presentation of the liquidator's final accounts and audit report for the period 11 October 2023 to 30 November 2023
10. Resolution on
a) adoption of the income statement and balance sheet in the liquidator's final report
b) discharge from liability for the liquidator
11. Resolution on termination of voluntary liquidation
12. Determination of the remuneration of the board of directors
13. Election of new board of directors
14. Resolution on amendment of the articles of association (I)
15. Resolution on an issue of shares with non-cash consideration
16. Resolution on amendment of the articles of association (II)
17. Resolution on a) amendment of the articles of association (III); b) directed share issue (equalization issue); and c) reverse share split
18. Consideration of the issue whether the Company's equity has been restored
19. Resolution on a specific issue authorisation
20. Resolution authorising the liquidator or the board of directors to make minor adjustments to the resolutions adopted by the general meeting
21. Closing of the meeting