(Información remitida por la empresa firmante)
LUND, Sweden, March 31, 2023 /PRNewswire/ —
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
The annual general meeting of Enzymatica AB (publ), reg. no. 556719-9244 (the “Company”), will be held on 4 May 2023 at 14:30, Elite Hotel Ideon, Scheelevägen 27 in Lund.
Notification etc.
Those who wish to participate in the annual general meeting must:
(i) be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances as per the record date of 25 April 2023; and
(ii) give notice of intent to participate no later than 27 April 2023. Notification shall be made either in writing to Enzymatica AB, Att: Sriwarint Olsson, Ideon Science Park, Scheelevägen 19, SE-223 70 Lund, or by email, sriwarint.olsson@enzymatica.com.
The notice shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two (2). The notification should, where appropriate, be accompanied by proxies, registration certificates and other documents of authority.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the annual general meeting, register its shares in its own name at Euroclear Sweden AB so that the shareholder is listed in the share register as of the record date of 25 April 2023. Such re-registration may be temporary (so called voting rights registration), and a request for such voting rights registration shall be made to the nominee, in accordance with the nominee’s routines, at such time in advance as decided by the nominee. Voting rights registration that has been made by the nominee no later than the second banking day after 25 April 2023, will be taken into account in the presentation of the share register.
Proxies etc.
If a shareholder is to vote through a proxy, a written, dated and signed proxy by the shareholder must be provided at the general meeting. The proxy may not be older than one (1) year, unless longer validity (maximum of five (5) years) is stated in the proxy. If the proxy is issued by a legal entity, the current registration certificate or equivalent authorisation document for the legal entity must also be provided. To facilitate an easier passing, a copy of the proxy and other documents of authority should be enclosed with the registration for the general meeting. Proxy forms will be kept available on the Company’s website, www.enzymatica.se, and at the Company’s head office and will be sent by post to shareholders who contact the Company and state their address.
Proposed agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Election of persons to approve the minutes
4. Preparation and approval of the voting list
5. Approval of the agenda
6. Determination as to whether the meeting has been duly convened
7. Presentation of the annual report and auditor’s report and the consolidated annual report and consolidated auditor’s report
8. Address by the CEO
9. Resolution on:
(a) Adoption of the profit and loss statement and balance sheet, as well as the consolidated profit and loss statement and the consolidated balance sheet
(b) Distribution of the Company’s profit or loss according to the adopted balance sheet
(c) Discharge from liability of the members of the board of directors and the CEO
10. Determination of the number of members of the board of directors and auditors
11. Determination of remuneration to the members of the board of directors and the auditors.
12. Election of:
(a) Members of the board of directors and deputy directors
(b) Chairman of the board of directors
(c) Auditors and any deputy auditors
13. Resolution regarding authorisation of the board of directors to issue new shares
14. Closing of the meeting
Resolution proposals
Item 2 – Resolution on election of chairman of the meeting
The nomination committee proposes that attorney Henric Stråth, Moll Wendén Law Firm, shall be elected chairman of the meeting.
Item 9(b) – Resolution on disposition of the Company’s profit or loss
The board of directors has proposed to the 2023 annual general meeting that no dividend is paid and that the funds at the disposal of the general meeting are carried forward.
Items 10-12 – Resolution on election of members of the board of directors and auditor and remuneration
In accordance with the principles for the Nomination Committee which were established at the annual general meeting 2019, the nomination committee shall consist of representatives of the four largest shareholders at the end of September each year, together with the chairman of the board. The Nomination Committee, in respect of the annual general meeting 2023, has been comprised of Mats Andersson (Abanico Invest AB as well as private holdings), Håkan Roos (Roosgruppen AB), Björn Algkvist (Fibonacci Growth Capital AB), Guðmundur Pálmason (Fortus hf.) and the chairman of the board, Bengt Baron. Björn Algkvist served as chairman of the Nomination Committee.
Proposal pursuant to item 10: The nomination committee proposes that the board of directors shall consist of six (6) ordinary members without deputies until the end of the next annual general meeting. Furthermore, the nomination committee proposes that one registered auditing company is appointed as auditor until the end of the next annual general meeting.
Proposal pursuant to 11: The nomination committee proposes that remuneration for the board of directors, excluding remuneration for committee work, shall be paid with a total of SEK 1,625,000 (unchanged) of which SEK 500,000 (unchanged) is remuneration for the chairman of the board of directors and SEK 225,000 (unchanged) to every other member of the board of directors who are not employed by the Company. In addition, the nomination committee proposes that remuneration for work in the audit committee shall be paid with SEK 175,000 (unchanged) to the chairman of the audit committee and SEK 50,000 (unchanged) to every other member of the audit committee. The nomination committee proposes that no remuneration shall be paid for work in the remuneration committee.
The nomination committee proposes that remuneration to the auditor shall be paid in accordance with approved invoices.
Proposal pursuant to item 12: The nomination committee proposes re-election of Bengt Baron, Guðmundur Pálmason, Mats Andersson, Louise Nicolin, Helene Willberg and Moa Fransson as ordinary members. Furthermore, the nomination committee proposes the re-election of Bengt Baron as chairman of the board.
Information on members proposed for election is available on the Company’s website, www.enzymatica.se
The nomination committee proposes, in accordance with the audit committee’s recommendation, re-election of the registered auditing company Deloitte AB as auditor in the Company for the period until the end of the next annual general meeting. Deloitte AB has notified that, should the annual general meeting approve the proposal, the authorised public accountant Jeanette Roosberg will be the auditor-in-charge.
Item 13 – Resolution regarding authorisation of the board of directors to issue new shares
(CONTINUA)