(Información remitida por la empresa firmante)
VADUZ, Liechtenstein, May 4, 2023 /PRNewswire/ — The depository receipt holders of Implantica AG, reg. no. FL-0002.629.889-3, are hereby invited to attend the annual general meeting to be held on Thursday, May 25, 2023, at 15:00 at Hotel Kommod, Industriering 14, 9491 Ruggell, Liechtenstein.
Right to participate and notice
Those wishing to participate in the meeting must:
Be entered as depository receipt holders in the Swedish Depository Receipt (“SDR”) register kept by the Swedish central securities depository Euroclear Sweden on Friday, May 12, 2023, and
Notify the company of their intention to participate in the annual general meeting no later than May 17, 2023, by post to Implantica AG, Annual General Meeting, Aeulestrasse 45, 9490 Vaduz, Liechtenstein, or by email to investorrelations@implantica.com
The notice of intent to participate in the annual general meeting should specify the SDR holder’s name, personal identity or company registration number, address, telephone number and the number of any representative (no more than two).
In lieu of physical participation, votes may be cast by the SDR holder no later than Wednesday, May 17, 2023, in accordance with the instructions on the Postal Voting Form, see appendix 1, so that the voting form is received by Pareto Securities AB (the “Custodian”) no later than that day. The Custodian will forward the votes for representation to the local independent proxy, Mr. Philipp Wanger, Attorney-at-law.
If SDR holders are represented by a proxy, a written and dated power of attorney signed by the SDR holder must be issued to the proxy. The power of attorney must not be older than one year, unless a longer validity term (maximum five years) has been stipulated. Anyone representing a legal entity must present a copy of the registration certificate or other document demonstrating the signatory’s authority to sign for the legal entity. In order to facilitate registration at the annual general meeting, the power of attorney as well as the registration certificate and other authorization documents should be received by the company at the above address by May 17, 2023, at the latest.
Holders of depository receipts who hold their receipts through nominees (Sw. förvaltare), such as a bank, must request a temporary registration of the voting rights in their own name in the share register kept by Euroclear Sweden (so called voting right registration) in order to be able to participate at the annual general meeting. Holders of depository receipts who want to obtain such registration must contact the nominee regarding this in advance of May 12, 2023.
Proposed agenda
Resolution proposals and Elections
The following agenda items are scheduled for the Annual General Meeting (“AGM”):
8. Resolution and adoption of the statutory financial statements and the consolidated financial statements of Implantica AG
Proposal of the Board of Directors:
Approval of the annual report 2022 consisting of the statutory financial statements and the consolidated financial statements of Implantica AG, acknowledging the reports of the auditors.
9. Resolution on the net result in accordance with the adopted balance sheet
Proposal of the Board of Directors:
Carry forward of the net loss for the financial year 2022 in accordance with the adopted balance sheet and to no payment of dividend.
10. Resolution on discharge of the Board of Directors, Executive Management and the Auditors
Proposal of the Board of Directors:
a. Granting of discharge to the members of the Board of Directors for financial year 2022.
b. Granting of discharge to the members of the Executive Management for financial year 2022.
c. Granting of discharge to the Auditor for financial year 2022.
11. Resolution on approval of remuneration of the Board of Directors and Executive Management
Proposal of the Board of Directors:
a. Approve the total remuneration of the Board of Directors of CHF 109 thousand for financial year 2022. The total remuneration includes fixed compensation, pension contributions and long-term share-based incentive plan.
b. Approve the total remuneration of the Executive Management of CHF 754 thousand for financial year 2022. The total remuneration includes fixed compensation, pension contributions and long-term share-based incentive plan. Executive Management is made up of the Chief Executive Officer, the Chief Strategy Officer, the Chief Financial Officer and the Chief Corporate Affairs Officer.
12. Election of the Board of Directors and the Chairman and Vice-Chairman of the Board of Directors
The Board of Directors of the company currently consists of five ordinary members. It is proposed to re-elect all current board members for the period until the end of the next annual general meeting including the re-election of Liselott Kilaas as Chairman and Johan Bojs as Vice-Chairman.
Proposal of the Board of Directors:
a. Re–election of Liselott Kilaas as member and Chairman of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
b. Re-election of Johan Bojs as member and Vice-Chairman of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
c. Re-election of Tomas Puusepp as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
d. Re-election of Klaus Neftel as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
e. Re-election of Stephan Siegenthaler as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
13. Election of members and Chairman of the Nomination and Remuneration Committee
Proposal of the Board of Directors:
Re–election of Johan Bojs as Chairman and Klaus Neftel as member of the Nomination and Remuneration Committee for a term of office until completion of the next Annual General Meeting of shareholders.
14. Election of the independent proxy
Proposal of the Board of Directors:
Re–election of Philipp Wanger, Attorney-at-law, Neugasse 17, 9490 Vaduz, Liechtenstein as independent proxy until the next annual general meeting of shareholders.
15. Election of the auditors
Proposal of the Board of Directors:
Re–election of KPMG (Liechtenstein) AG, Aeulestrasse 2, 9490 Vaduz, Liechtenstein as auditor for the financial year 2023.
Number of shares and votes in the company
Implantica AG has two classes of shares, class A and class B. The class A shares are listed on the Nasdaq First North Premier Growth Market, through Swedish Depository Receipts (“SDRs”). One SDR represents one class A share in Implantica AG. Each class A and class B share provide entitlement to one vote. The total number of class A shares in the company amounts to 58,111,537 shares with a nominal value of CHF 2.00 each (class A) and 1,125,000,000 class B shares with a nominal value of CHF 0.02 each (class B), therefore, the total number of votes in the company amounts to 1,183,111,537 votes. At the date of this notice, the company owns a total of 30,000 SDRs representing class A shares, which cannot be represented at the annual general meeting.
Information at the meeting
(CONTINUA)