The shareholders in Prolight Diagnostics AB (publ), corp. Reg. no. 556570-9499, (the ”Company”) are hereby notified of the Annual General Meeting to be held on Thursday 11 May 2023 at 2 p.m. at the Company’s office, Gasverksgatan 3 A, 222 29 Lund, Sweden.
Notification of attendance
Shareholders who wish to participate in the Annual General Meeting must:
– Be recorded in the share register maintained by Euroclear Sweden AB on Wednesday 3 May 2023; and
– Give notice to the Company of their intention to attend the Meeting no later than on Friday 5 May 2023.
Notification of attendance is to be sent by post to Prolight Diagnostics AB (publ), c/o Advokatfirman Lindahl KB, Studentgatan 6, 211 38 Malmö, Sweden (mark the letter “Annual General Meeting”) or by e-mail to prolightdiagnostics@lindahl.se. When giving notice, shareholders should state their name, personal ID/corporate registration number (or equivalent), address, telephone number, the names of any advisers (maximum two) and, when applicable, the name of a proxy or legal representative.
Nominee-registered shares
Shareholders who have registered their shares in the name of a nominee must, in addition to the notification, request registration of the shares in their own name in the register maintained by Euroclear Sweden AB. Registration of shareholders should be completed no later than on 5 May 2023. Such registration may be temporary. The shareholder should notify the nominee well in advance of this date.
Proxies
Shareholders who intend to be represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the certificate of registration or its equivalent for the legal entity must also be presented. The period of validity of the power of attorney is permitted to be up to five years from the date of issue. To facilitate entry at the Meeting, copies of proxies, registration certificates and other authorisation documents should be enclosed with the notice of participation. The Company provides proxy forms on request and these are also available at the Company website, www.prolightdiagnostics.se.
Proposed agenda
1. Opening of the Meeting and election of the Chairman for the Meeting
2. Establishment and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination as to whether the Meeting has been duly convened
6. Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group for the financial year 2022
7. Resolution regarding:
a) The adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2022
b) The allocation of the Company’s result in accordance with the adopted balance sheet
c) Discharge from liability for members of the Board of Directors and the Managing Director
8. Determination on the number of Board members, deputy Board members, auditors and deputy auditors
9. Determination on the remuneration to the Board members and the auditor
10. Election of Board members, Chairman of the Board and of auditor
11. Resolution regarding authorisation for the Board of Directors to resolve on issues of new shares, warrants and/or convertible instruments
12. Closing of the Meeting
Resolution proposal
The Nomination Committee has submitted proposals for items 1 and 8–10. The Nomination Committee has been appointed in accordance with the principles decided by the Annual General Meeting 2022 and comprises of (i) Christer Sjödoff, representing Cardeon AB, (ii) Paul Monaghan, representing his own shares and (iii) Micael Wikberg, representing Günther & Wikberg Holding AB. Chairman of the Nomination Committee has been Christer Sjödoff.
Item 1 – Election of the Chairman for the Meeting
The Nomination Committee proposes Masoud Khayyami be elected as Chairman for the Meeting.
Item 7 b) – The allocation of the Company’s profit in accordance with the adopted balance sheet
The Board of Directors proposes that no dividend shall be paid for the financial year 2022, i.e. that the net profit for the year be carried forward.
Item 8 – Determination on the number of Board members, deputy Board members, auditors and deputy auditors
The Nomination Committee proposes that the number of Board members elected by the Annual General Meeting be six without deputies. Furthermore, the Committee proposes one auditor with no deputy.
Item 9 – Determination on the remuneration to the Board members and the auditor
The Nomination Committee proposes that Board fees shall be paid in the amount of SEK 120,000 (120,000) to each Board member, and in the amount of SEK 200,000 (200,000) to the Chairman of the Board. The fees include remuneration for any committee work. A board member employed by the Company or by a subsidiary shall not receive a fee. The Nomination Committee also proposes that fees to the auditor are paid against approved invoices.
Item 10 – Election of Board members, Chairman of the Board and of auditor
The Nomination Committee proposes, until the end of the next Annual General Meeting, that Masoud Khayyami, Maria Holmlund, Ulf Bladin, Steve Ross, Aileen McGettrick and Tobias Volker be re-elected as Board members. It is proposed that Masoud Khayyami be re-elected as Chairman of the Board. The proposed Board members are presented on the Company website, www.prolightdiagnostics.se.
The Nomination Committee proposes, in accordance with the Board of Directors’ recommendation, the re-election of the registered accounting firm Mazars AB until the end of the next Annual General Meeting. Mazars AB has notified that Authorised Public Accountant Jesper Ahlkvist will serve as the Auditor in Charge.
Item 11 – Resolution regarding authorisation for the Board of Directors to resolve on issues of new shares, warrants and/or convertible instruments
The Board of Directors proposes it be authorised to, on one or several occasions during the period until the next Annual General Meeting, resolve to increase the Company’s share capital by issuing new shares, warrants and/or convertible instruments not exceeding 35 percent of the share capital of the Company at the time of the Annual General Meeting’s resolution on the authorisation. The Board of Directors shall be authorised to issue the new shares, warrants and/or convertible instruments with deviation from shareholders’ pre-emption rights and payment may, apart from payment in cash, be made in kind or by set-off or otherwise be subject to terms and conditions in accordance with Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act.
Any issues shall be conducted under market conditions. The Board of Directors shall determine the other conditions for issues in accordance with this authorisation and who shall have the right to subscribe for shares, warrants and/or convertible instruments. The purpose of the authorisation and the reasons for any deviation from the shareholders’ pre-emption rights and/or subscription being subject to payment in kind or by set-off or other terms and conditions as stated above, is that issues may be made for acquisitions of companies or businesses, as well as private placements to capitalise the Company.
The Managing Director or the person nominated by the Board of Directors, shall be authorised to make minor amendments to the Annual General Meeting’s resolution that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and with Euroclear Sweden AB.
A resolution in accordance with the proposal is valid only if supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Information concerning the Annual General Meeting
The Board of Directors and the Managing Director 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 or the Company’s financial condition. The duty to provide information also applies to such circumstances regarding the Company’s subsidiaries, its relationship to other Group Companies and to the group accounts.
Available documentation
The financial statements and auditor’s report, 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.prolightdiagnostics.se, not later than three weeks before the Annual 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 meeting.
Processing of personal data
For information regarding the processing of your personal data in connection with the Annual General Meeting, please refer to the privacy policy available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in April 2023
Prolight Diagnostics AB (publ)
Board of Directors
