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2022-04-19

Notice of annual general meeting in Alzinova AB (publ)

The shareholders of Alzinova AB (publ) reg. no. 556861-8168 (the "Company") are hereby summoned to attend the Annual General Meeting (the "AGM") on 18 May 2022 at 14.00 CEST at Stenasalen in Ågrenska villan at the university of Gothenburg (address Högåsplatsen 2) in Gothenburg. Registration starts at 13.30 CEST.

Right to participate
Shareholders that wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 10 May 2022 and shall have notified the Company of their intention to participate at the AGM no later than on 12 May 2022. Notice to participate shall be given in writing by e-mail to alzinova@fredersen.seor by post to Alzinova AB (publ) c/o Fredersen Advokatbyrå, Turning Torso, 211 15 Malmö. The notice shall contain the shareholder's name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be effected no later than on 12 May 2022 and shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the AGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the AGM. Power of attorney forms are available at the Company and on the Company's website, www.alzinova.com, and will be sent upon request to any shareholder who states their postal address.

Proposal of agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the meeting has been duly convened
7. Presentation of the annual report and the auditor's report.
8. Resolution on
a. adoption of the profit and loss account and the balance sheet
b. allocation of the Company's profit [or loss] according to the consolidated balance sheet
c. discharge from liability for the Board members and the CEO

9. Resolution as to the number of Board members and auditors
10. Resolution on the remuneration to the Board of Directors and auditor
11. Election of Board members and deputy Board members
1.  Björn Larsson (re-election)
2.  Anders Blom (re-election)
3.  Lena Degling Wikingsson (re-election)
4.  Per-Göran Gillberg (re-election)
5.  Clas Malmeström (re-election)
6.  Carol Routledge (re-election)
7.  Pernilla Sandwall (re-election)
8.  Anders Waas (re-election)

Deputy Board members

11.
9. Anders Sandberg (re-election)

12. Election of chairman of the Board
1. Björn Larsson (re-election)

13. Election of auditor
1. Ernst & Young Aktiebolag (re-election)

14. Resolution on

a. amendments to the Articles of Association
b. approval of the Board of Directors' resolution on an issue of units with pre-emption rights for the shareholders (the "Rights Issue")

15. Resolution on directed issue of shares
16. Resolution on authorisation for the Board of Directors to resolve on new issues of shares or warrants
17. Closing of the meeting

Proposals
The nomination committee's proposals (item 2 and 9-13)
The nomination committee which has consisted of Julian Aleksov (appointed by Maida Vale Capital AB), Anders Waas (appointed by MIVAC Development AB), Ola Hermansson, and with Björn Larsson (chairman of the Board of Directors) adjunct to the committee, proposes the AGM to resolve:

that Björn Larsson is elected chairman of the AGM,

that the Board of Directors shall consist of eight (eight) Board members,

that one deputy Board member is to be appointed,

that one registered audit firm with no deputy auditors is elected as auditor of the Company,

that remuneration to the Board shall be two income base amount per year 2022 (two income base amount per year 2021) to the chairman of the Board and one base income amount per year 2022 (one income base amount per year 2021) each to the Board members,

that remuneration to the auditor shall be in accordance with approved invoicing,

that Björn Larsson, Anders Blom, Lena Degling Wikingsson, Per-Göran Gillberg, Clas Malmeström, Carol Routledge, Pernilla Sandwall and Anders Waas are re-elected as Board members,

that Anders Sandberg is to be re-elected as deputy Board member,

that Björn Larsson is re-elected as chairman of the Board of Directors, and

that Ernst and Young Aktiebolag is re-elected as audit firm (Ernst and Young Aktiebolag has informed that the authorized accountant Linda Sallander shall be appointed principle auditor, if the AGM resolves in accordance with the proposal).

The nomination committee has decided not to propose any updated principles for the appointment of the nomination committee, whereby the principles adopted by the 2019 AGM will continue to apply until the AGM decides otherwise.

The Board of Directors' proposals
Allocation of the company's profit or loss (item 8.b)
The Board of Directors proposes that no dividend for the financial year 2021 is to be paid.

Resolution on a) amendments to the Articles of Association and b) approval of the Board of Directors' resolution on an issue of units with pre-emption rights for the shareholders (items 14 a)-b))
To enable the Board's proposal on the Rights Issue (see definition below) according to item 14 b) of the agenda, the Articles of Associations' limits for the share capital and the number of shares need to be adjusted. The Board of Directors has prepared two different proposals for amendments to the Articles of Association regarding the limits for the share capital and the number of shares. The articles of association that are registered depend on how many shares are subscribed for and paid for in the Rights Issue under item 14 b).

The Board of Directors, the CEO or the person appointed by the Board is authorized to, after the Rights Issue under item 14 b) has been completed and the outcome is known, submit to the Swedish Companies Registration Office the amendment to the Articles of Association that is adapted to the outcome of the Rights Issue. In the event the Rights Issue is not fully subscribed, the Articles of Association in accordance with item 14 a) i) shall be registered. In the event the Rights Issue is fully subscribed, the Articles of Association in accordance with item 14 a) ii) shall be registered.

a. i) Proposal for a resolution to amend the Articles of Association (limits on share capital and number of shares)

The Board of Directors proposes that the AGM resolves to amend the Articles of Association as follows:

It is proposed that the limits for the share capital in § 4 of the Articles of Association be amended as follows: "The share capital shall be a minimum of SEK 8,521,200 and a maximum of SEK 34,084,800."

Furthermore, it is proposed that the limits for the number of shares in § 5 of the Articles of Association be amended as follows: "The number of shares shall be minimum 32,400,000 and maximum 129,600,000."

a. ii) Proposal for a resolution to amend the Articles of Association (limits on share capital and number of shares)

The Board of Directors proposes that the AGM resolves to amend the Articles of Association as follows:

It is proposed that the limits for the share capital in § 4 of the Articles of Association be changed as follows: "The share capital shall be a minimum of SEK 9,573,200 and a maximum of SEK 38,292,800."

Furthermore, it is proposed that the limits for the number of shares in § 5 of the Articles of Association be amended as follows: "The number of shares shall be minimum 36,400,000 and maximum 145,600,000."

b. Resolution on approval of the Board of Directors' resolution on an issue of units with pre-emption rights for the shareholders (the "Rights Issue")

The Board of Directors proposes that the AGM resolves to approve the Board of Directors' resolution on an issue of units, consisting of shares and warrants, with pre-emption rights for the shareholders as follows.

1.
1. The share capital is increased with not more than SEK 5,328,878.385000 through an issue of not more than 20,261,895 shares. Furthermore, 16,209,516 warrants of series TO3 ("Warrants") are issued. One (1) Warrant entails a right to subscribe for one (1) new share whereby the Company's share capital can, additionally, increase with not more than SEK 4,263,102.708000 and the number of shares can, additionally, increase with not more than 16,209,516 shares.

1.
2. The new shares and Warrants will be issued as so-called units. Each unit consists of five (5) shares and four (4) Warrants.

1.
3. Possession of one (1) share on the record date on 25 May 2022, entitles the holder to one (1) unit right. Four (4) unit rights entitle the holder to subscribe for one (1) unit.

1.
4. The subscription price for each unit shall amount to SEK 10.50. The subscription price for each share shall thus amount to SEK 2.10. The Warrants are issued free of charge.

1.
5. The part of the subscription price for the shares that exceeds the quotient value of the share shall be added to the non-restricted share premium reserve and the part of the subscription price for the shares which are subscribed for through exercising the Warrants which exceeds the quotient value of the share shall be added to the non-restricted share premium reserve.

1.
6. The right to subscribe for units shall accure with pre-emptions rights to those who, as of the record date on 25 May 2022, own shares in the Company.

1.
7. If all units are not subscribed for with support of unit rights, allotment of the rest of the units shall be made within the maximum amount for the Rights Issue:

1.
1.
i. Firstly, to those who have subscribed for units with support of unit rights (regardless of whether they were shareholders on the record date or not) and who have registered an interest in subscribing for units without the support of unit rights and in the event that allotment to these persons cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights, which each person who has registered an interest to subscribe for units without support of unit rights, has exercised for subscription of units.

1.
1.
ii. Secondly, to others who have signed up for subscription of units in the Rights Issue without support of unit rights and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units in total that each person has signed up for subscription.

1.
1.
iii. Thirdly, to those who have left guarantee commitments regarding subscription of units, in proportion to such guaranteed commitments...

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