The shareholders in Prolight Diagnostics AB (publ), reg. no. 556570-9499, (the ”Company”) are hereby convened to the extraordinary general meeting to be held on Tuesday 10 June 2025 at 10 a.m. at the Company’s office, Gasverksgatan 3 A, 222 29 Lund, Sweden.
Notification etc.
Shareholders who wish to participate in the extraordinary general meeting must:
– be recorded in the share register maintained by Euroclear Sweden AB on 30 May 2025; and
– give notice to the Company of their intention to attend the extraordinary general meeting no later than on 3 June 2025.Notification of attendance is to be sent by post to Prolight Diagnostics AB (publ), c/o Advokatfirman Lindahl KB, Att: Pontus Söderberg, Pråmplatsen 4, 211 19 Malmö, Sweden or by e-mail to prolightdiagnostics@lindahl.se.
When giving notice, shareholders shall state their name, personal ID/corporate registration number (or equivalent), address, telephone number, shareholdings, the names of any advisers (maximum two) and, when applicable, the details of a proxy or representative.
Nominee-registered shares
Shareholders who have registered their shares in the name of a nominee must, in order to participate in the extraordinary general meeting, request registration of the shares in their own name in the share register maintained by Euroclear Sweden AB. Such registration of shareholders shall be completed no later than on 3 June 2025. The shareholder must notify the nominee well in advance of this date. Such registration may be temporary.
Proxy
Shareholders who intend to attend by proxy must issue a dated power of attorney for the proxy. If a power of attorney is issued by a legal entity, a certified copy of the certificate of registration or its equivalent for the legal entity must be attached. The period of validity of the power of attorney is permitted to be up to five years from its issuance. A copy of the proxy, as well as any registration certificate, should be sent well in advance of the extraordinary general meeting to the Company on the address stated above. The Company provides proxy forms on request and these are also available at the Company website, www.prolightdx.com.
Proposed agenda
1. Opening of the general meeting and election of the chairman for the general meeting
2. Establishment and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Approval of the agenda
5. Determination as to whether the extraordinary general meeting has been duly convened
6. Resolution regarding approval of the resolution by the board of directors to issue shares with pre-emption rights for existing shareholders
7. Closing of the extraordinary general meeting
Proposals to resolutions
Item 6 – Resolution regarding approval of the resolution by the board of directors to issue shares with pre-emption rights for existing shareholders
The board of directors of the Company proposes that the general meeting resolves to approve the board’s resolution on a new share issue with pre-emption rights for existing shareholders as set out below.
The board of directors resolved, subject to the approval of the general meeting, on 21 May 2025 to increase the Company’s share capital with a maximum of SEK 50,149,248 by an issue of 501,492,480 new shares on the terms and conditions set out below:
1. The right to subscribe for new shares shall belong to those persons who on the record date for the new issue of shares are recorded as shareholders of the Company, whereby one (1) share entitles to one (1) subscription right and seven (7) subscription rights entitle to subscription for five (5) new shares.
2. If not all shares are subscribed with the support of subscription rights, the remaining shares must be allocated within the issue’s maximum amount. The board shall decide on allocation and such distribution shall firstly be made to those who have subscribed for shares with the support of subscription rights (regardless of whether they were shareholders on the record date or not) and who have registered interest for subscription of shares without the exercise of subscription rights, and in the event that allocation to these cannot take place in full, allocation shall take place pro rata in relation to the number of subscription rights that each of those who have registered an interest in subscribing to shares in without the support of subscription rights used for subscribing to shares; secondly, to others who have registered for subscription of shares in the issue without the exercise of subscription rights, and in the event that allocation to these cannot take place in full, allocation shall take place pro rata in relation to the total number of shares that the subscriber has registered for subscription of; and thirdly, if applicable, to those who have provided underwriting commitments regarding subscription of shares, pro rata their underwriting commitments. To the extent allotment in any stage in accordance with the above cannot be made pro rata, allotment shall be made by drawing lots.
3. The record date for participation in the issue shall be 12 June 2025.
4. The new shares are issued at a subscription price of SEK 0.20 per share.
5. The issue premium shall be transferred to the unrestricted premium reserve.
6. Subscription of shares with pre-emption rights shall be made by cash payment during the period from and including 16 June up to and including 30 June 2025. Subscription of shares without pre-emption rights shall be made on a separate subscription list during the same period. Payment for shares subscribed for without pre-emption rights shall be made in cash no later than two (2) banking days after notice of allotment has been sent. The board of directors shall have the right to extend the subscription and payment period.
7. The new shares entitle to dividends on the first record date for dividends that occurs after the issue has been registered with the Swedish Companies Registration Office and when the shares have been recorded in the share register kept by Euroclear Sweden AB.
8. If a subscriber’s subscription is subject to notification to the Swedish Inspectorate of Strategic Products according to the Swedish Act (2023:560) on screening of foreign direct investments, and such subscriber notifies the company no later than in connection with its subscription, allotment to such subscriber is conditional on approval or a decision to not take further action by the Swedish Inspectorate of Strategic Products.
9. The CEO, or a person appointed by the Board of Directors, shall have the right to make such minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB and the Swedish Financial Supervisory Authority.
Information at the extraordinary general meeting
The board of directors and the CEO shall, upon request by any shareholder and where the board of directors believes that it can be done without significant harm to the Company, provide information concerning circumstances which may affect the assessment of an item on the agenda.
Available documentation
The complete proposals of the board of directors in accordance with the above as well as other documents pursuant to the Swedish Companies Act, will be available at the Company’s office on Gasverksgatan 3 A, 222 29 Lund, Sweden and on the Company website, www.prolightdx.com, not later than two weeks before the extraordinary general meeting. The documents will also be sent free of charge to shareholders who have requested this and provided their postal address. The documents will also be available at the extraordinary general meeting.
Processing of personal data
For information regarding the processing of your personal data, please see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Lund in May 2025
Prolight Diagnostics AB (publ)
Board of Directors
