Enzymatica AB: NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING IN ENZYMATICA AB (publ)
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.
Lund on 1 December 2016
NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING IN ENZYMATICA AB (publ)
The shareholders in Enzymatica AB (publ), reg. no 556719-9244 (the "Company") are hereby invited to attend the extraordinary shareholders' meeting to be held on Monday, 19 December 2016 at 2 p.m. at Elite Hotel Ideon, Scheelevägen 27 in Lund.
Right to participate and notice
Only shareholders that are recorded in their own name in the Company's share ledger kept by Euroclear Sweden AB (The Swedish Central Securities Depository Euroclear Sweden AB) on 13 December 2016, and also have given notice as per the same date to the Company of their intent to participate, preferably no later than 4.00 p.m., have the right to participate in the shareholders' meeting. A shareholder may be accompanied by not more than two advisors, provided that the number of such advisors has been notified to the Company no later than the aforementioned time. Proxies need not notify the number of advisors in advance.
Notice shall be given in writing to Enzymatica AB (publ), att: bolagsstämma, Ideon Science Park, 223 70 Lund or by e-mail to email@example.com. The notice should specify the shareholder's name, personal identity or company registration number, address, work-hour telephone number and shareholding, and names of any advisors.
In order to be entitled to participate in the meeting, shareholders whose shares are trustee-registered must temporarily register their shares in their own names. Such registration should be requested from the trustee, and must be executed with Euroclear Sweden AB not later than on 13 December 2016. Shareholders that wish to execute such registration must, well in advance before the said date, notify its trustee thereof.
If a shareholder intends to participate by proxy, the proxy must bring a written and dated proxy signed by the shareholder in original to the meeting. The proxy may not be older than five years. Proxy forms can be downloaded from the Company's website, www.enzymatica.com. If the proxy is issued by a legal entity, the proxy must also bring current registration certificate (Sw. registreringsbevis) of the legal entity or similar document of authorisation for the legal entity.
In order to facilitate registration, proxies and authorization documents should be the Company to hand at the above-mentioned address well in advance before the meeting.
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the register of voters
4. Approval of the agenda
5. Election of one or two persons to confirm the minutes
6. Determination as to whether the meeting has been duly convened
7. (a) Determination of number of members of the board of directors
(b) Dismissal and election of members of the board of directors
(c) Election of chairman of the board of directors
(d) Determination of remuneration to members of the board of directors
8. Closing of the meeting
Resolution proposals - item 7
Shareholders representing more than 50 percent of the total number of shares and votes in the Company have proposed that the shareholders' meeting shall resolve:
(a) that the board of directors shall consist of six (6) ordinary board members with no deputy members;
(b) that the current ordinary board members Lennart Nilsson, Hans Pihl, Nils Siegbahn and Monica Wallter are dismissed (Sw. entledigade) and that Bengt Baron, Mats K Andersson and Louise Nicolin are elected as new ordinary board members for the period until the next annual general meeting. Marianne Dicander Alexandersson, Gudmundur Palmason and Sigurgeir Gudlaugsson shall remain as ordinary board members;
(c) that Bengt Baron is elected chairman of the board of directors; and
(d) that remuneration to newly elected ordinary board members shall be paid in the same amounts (pro rata) as resolved for the chairman of the board of directors and the ordinary board members by the annual general meeting 2016, i.e. SEK 180,000 for the chairman and SEK 120,000 to every other member of the board of directors (on annual basis).
The reason for the proposal is that Lennart Nilsson wish to resign as member of the board and that shareholders have expressed a desire to simultaneously appoint a board of directors that better represent the new shareholder structure in the Company.
Information regarding ordinary board members proposed for new election
Born 1962. BSc in Business Administration and MBA from University of California, Berkeley. Bengt currently has appointments as chairman of the board in MIPS AB and as board member in Thule Group AB (publ) and 5653 Sweden AB. Bengt has previously been CEO at Cloetta AB and Leaf International B.V. Bengt holds no shares in the Company.
Mats K Andersson
Born 1955. Education in International Economics from Lund University. Courses from Stockholm School of Economics Executive Education and Insead. Mats currently has appointments as chairman of the board in Lomond Invest AB, Abanico Invest AB and Andersson & Co AB, and as board member in Volati Parts AB and Golf Hills AB. Mats has previously been CEO at Lomond Industrier AB and Business Unit Manager and deputy CEO at LICare AB (publ). Mats holds 11,346,951 shares in the Company (directly and indirectly through company).
Born 1973. MSc in Molecular Biotechnology from Uppsala University. Exc. MBA from Stockholm School of Business. Louise currently has appointments as chairman of the board in Better Business World Wide and as board member in Volati AB (publ), VBG Group AB (publ), Uppdragshuset Sverige AB and board assignments within Dellner Couplers AB. Louise is since year 2000 running a consultant business at Nicolin Consulting AB with focus on business development and quality assurance, and has previously been Business Unit Manager and Consultant Manager at PlantVision AB. Louise holds no shares in the Company.
Total number of shares and votes
The total number of shares and votes in the Company amounts as per the date of this notice to 90,887,808. The Company holds no shares.
The shareholders are reminded of their right to request information from the board of directors and the CEO at the meeting in accordance with Chap. 7 Sec. 32 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)).
This notice contains the complete proposal, which is also available for the shareholders at the Company's website and at the Company at its above mentioned address and will be sent free of charge to the shareholders upon their request to the Company, provided that such shareholders state their current address.
Lund in December 2016
The board of directors
For more information, please contact:
Lennart Nilsson, Styrelseordförande Enzymatica AB
Tel: 0705-12 32 95 | E-post: firstname.lastname@example.org
About Enzymatica AB
Enzymatica is a life science company who develops and sells medical device products against infectious-related diseases. Over a short period the company has developed a unique oral spray for colds, ColdZyme®, and launched it on six markets. The product has become one of the leading articles for colds in Swedish pharmacies. Enzymatica's strategy is to continue growing by strengthening its position in existing markets and to expand to more geographical markets through well-established partners. The company is headquartered in Lund, Sweden and is listed on Nasdaq First North. For more information, please visit www.enzymatica.com.
Enzymatica's Certified Advisor is Erik Penser Bankaktiebolag.