Notice of Annual General Meeting of Genovis AB (publ)
Shareholders of Genovis AB (publ) are hereby summoned to the Annual General Meeting ("the Meeting") to be held on Thursday, June 9, 2011 at 5:00 pm at Scheelevägen 22, Lund, Sweden.
Registration for the Meeting will commence at 16:30 pm.
1. Opening of the meeting.
2. Election of chairman for the meeting.
3. Preparation and approval of voting list.
4. Approval of the agenda.
5. Election of two persons to attest to the accuracy of the minutes.
6. Decision on whether proper notice of the Meeting has been made..
7. Presentation of the annual report and the auditors’ report, as well as of the consolidated financial statements and the auditors’ report for the Genovis Group.
8. The president's speech, after which shareholders will have the opportunity to ask questions to the president, chairman of the board and the auditors.
9. Resolutions regarding
a. Adoption of the income statement and the balance sheet for the parent company, as well as of the consolidated income statement and the consolidated balance sheet for the Genovis Group.
b. Disposition of Genovis’ profit/loss in accordance with the approved balance sheet.
c. Discharge from liability of the Members of the Board of Directors and the President.
10. Decisions on the number of Members and Deputy Members of the Board of Directors, who shall be appointed by the Meeting.
11. Decisions on the compensation that shall be paid to the Board of Directors.
12. Decisions on the compensation that shall be paid to the auditors.
13. Election of Chairman of the Board of Directors and other Members of the Board of Directors.
14. Appointment of Directors to the Nomination Committee and adoption of instructions for the Nomination Committee.
15. Proposals for resolution on guidelines for salary and on other remuneration for the President and other Members of the management.
16. Proposal for resolution on amendment of the Articles of Association.
17. The Board of Director's proposal to decide upon a new share issue.
18. Other business to be addressed by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
19. Proposal that the president or those appointed by the Board shall be authorised by the Meeting to make the minor amendments to the Annual General Meeting’s resolutions that may prove necessary in relation to registration at the Swedish Companies Registration Office.
20. Conclusion of the Meeting
The Board of Directors’ proposals for decision
Item 16 - Amendment of the Articles of Association
The Board of Directors proposes that the paragraph 4 and 5 in the Articles of Association is amended as follows:
4. Share capital
The share capital shall comprise at the lowest sixteen million four hundred (16,400,000) SEK and at the highest sixty-five million six hundred thousand (65,600,000) SEK.
5. Number of shares
The number of shares shall be at the lowest forty-one million (41,000,000) and at the highest one hundred sixty-four million (164,000,000).
Item 18. Share issue authorization
The Board proposes that the Meeting resolve to grant authorization to the Board, for a period that does not extend past the date of the next Annual General Meeting, on one or several occasions, with or without pre-emptive rights for shareholders, to resolve on the issue of new shares, convertibles or subscription options. It should also be possible to make such an issue resolution stipulating cash payment and / or stipulating payment in kind or set-off or otherwise with conditions. The issue price for the new shares shall, in each instance, be set as close as possible to the market price of the Company’s share.
To be entitled to participate in the business of the Meeting, shareholders must be recorded in the register of shareholders maintained by Euroclear Sweden AB (former VPC AB, the Swedish Securities Register Center) no later than, June 1, 2011, and must notify Genovis of their intention to attend the Meeting no later than June 1, 2011.
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected June 1, 2011. Shareholders are requested to inform their nominees well in advance of this date.
· mail to GENOVIS AB (publ), Box 270, 220 07 Lund
· telephone +46 (0)46-10 12 38
· fax +46 (0)46-12 80 20
When registering, shareholders should state their:
· name/company name
· personal identification or corporate identity number
· address, telephone number
· name and personal identification number of any representatives
· name of the attendance of any assistants
Accounting documents and the Audit report as well as the Nomination Committee and Board of Directors' complete proposals will be made available at Genovis and on Genovis website no later than May 19, 2011 and will be sent to shareholders that request the Company to do so. Shareholders are reminded of their right to request information under Chapter 7, Section 32 of the Swedish Companies Act.
Lund May 10, 2011
Board of Directors