Notice to extraordinary general meeting of ADDvise Group AB (publ)
ADDvise Group AB (publ), reg. no. 556363–2115, hereby convenes the extraordinary general meeting on 29 August 2024 at 10:00 CEST at Grev Turegatan 30 in Stockholm. Entrance and registration start at 09.30 CEST.
NOTIFICATION
Shareholders wishing to attend the general meeting must:
i) be registered in the share register kept by Euroclear Sweden AB on the record date 21 August 2024, or, if the shareholder has had his/her shares registered in the name of a nominee, request that the nominee registers the shares for voting purposes in such time that the registration is completed no later than 23 August 2024, and
ii) give notice of attendance no later than 23 August 2024.
Notice of attendance shall be sent by e-mail to legal@addvisegroup.se, or by regular mail to ADDvise Group AB (publ), Attn. Legal, Grev Turegatan 30, 114 38 Stockholm. The notice shall state the name, personal identification number or corporate registration number, address and telephone number and, where applicable, details of representatives, proxy holders and advisors.
A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a copy of the registration certificate or corresponding document shall be enclosed. The proxy must not be more than one year; however, the proxy may be older if it is stated that it is valid for a longer term, not exceeding five years. A proxy form will be available on ADDvise Group AB (publ)'s website, www.addvisegroup.se. Please note that notice of participation in the general meeting must be made even if the shareholder wishes to exercise his/her voting rights by proxy. A submitted proxy is not valid as notice of attendance to the general meeting.
In order to facilitate entry to the general meeting, the proxy, registration certificate and other authorisation documents (as applicable) should be received by the company at ADDvise Group AB (publ), Attn. Legal, Grev Turegatan 30, 114 38 Stockholm no later than 23 August 2024.
PROPOSED AGENDA
1. Election of the chairman of the meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons to certify the minutes.
4. Determination of whether the meeting has been duly convened.
5. Approval of the agenda.
6. Election of new member of the board of directors.
7. Determination of remuneration to the new member of the board of directors.
8. Closing of the meeting.
PROPOSED RESOLUTIONS
Election of chairman of the meeting (item 1)
The shareholders Per Åhlgren, Rikard Akhtarzand, Staffan Torstensson and Thomas Eklund (holdings, private and through companies, corresponding, in total, to approximately 30 % of the votes), propose that General Counsel Hanna Myhrman is appointed as chairman of the meeting, or, in her absence, the person appointed by a representative of the shareholders mentioned above.
Election of new member of the board of directors (item 6)
In accordance with what has previously been communicated by the company, Staffan Torstensson will leave the board of directors as of, and including, 31 August 2024 to assume the role of the company's new CEO starting 1 September 2024. The shareholders Per Åhlgren, Rikard Akhtarzand, Staffan Torstensson and Thomas Eklund (holdings, private and through companies, corresponding, in total, to approximately 30 % of the votes), propose that the general meeting resolves that Per Åhlgren, for the period from and including 1 October 2024 and until the next annual general meeting, is elected as new member and chairman of the board of directors, and thereby replaces Staffan Torstensson. The proposal entails no change of the number of board members compared to what was resolved at the last annual general meeting.
It is noted that the board of directors intends to appoint Rikard Akhtarzand as interim chairman of the board of directors as of 1 September 2024 and until the new chairman of the board of directors takes office 1 October 2024.
Information on the proposed member of the board of directors
Per Åhlgren (born 1960)
Per Åhlgren has an MSc in Business Administration from the Stockholm School of Economics. Per is the co-founder of Mangold Fondkomission and the founder of the wholly owned investment company Gomobile nu AB. Per’s previous experience includes 10 years of experience from derivative trading in London for Salomon Brothers, Bear Stearns and Deutsche Bank. Per is the chairman of the board of directors of Mangold Fondkommission and Bong AB and has current positions as member of the board of directors of GoMobile nu AB and Vestum AB.
Per Åhlgren is independent in relation to the company and its management but not in relation to the company’s major shareholders.
Per Åhlgren holds 32 380 713 shares of series B in the company.
Determination of remuneration to the new member of the board of directors (item 7)
The shareholders Per Åhlgren, Rikard Akhtarzand, Staffan Torstensson and Thomas Eklund (holdings, private and through companies, corresponding, in total, to approximately 30 % of the votes), propose that the remuneration for Per Åhlgren shall be SEK 750,000 on an annual basis, calculated pro rata for the period from and including 1 October 2024 until the end of the next annual general meeting. This amount corresponds to the remuneration of SEK 750,000 to the chairman of the board of directors resolved upon by the annual general meeting.
NUMBER OF SHARES AND VOTES
The total number of shares in the company as of the date of this notice amounts to 198,834,197 shares, of which 7,619,439 shares are of series A, corresponding to 7,619,439 votes, and 191,214,758 shares are of series B, corresponding to 19,121,475.8 votes. The total number of votes in the company amounts to 26,740,914.8.
SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
The board of directors and the managing director shall, if any shareholder so requests and the board of directors considers that it can be done without significant harm to the company, provide information on circumstances that may affect the assessment of an item on the agenda.
DOCUMENTATION
Complete proposals for resolutions and other documentation to be made available prior to the general meeting in accordance with the Swedish Companies Act and the Swedish Corporate Governance Code will be made available at the company's address Grev Turegatan 30, 114 38 Stockholm and on the company's website (www.addvisegroup.se) no later than three weeks prior to the general meeting and will be sent to shareholders who so request and provide their e-mail or postal address. Such request can be sent by e-mail to legal@addvisegroup.se, or by post to ADDvise Group AB (publ), Attn. Legal, Grev Turegatan 30, 114 38 Stockholm.
PROCESSING OF PERSONAL DATA
For information on how the company processes your personal data in connection with the general meeting, please refer to the privacy policy available on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-policybolagsstammor svenska.pdf.
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Stockholm in July 2024
ADDvise Group AB (publ)
The board of directors
For further information, please contact:
Hanna Myhrman, General Counsel
+46 (0)709- 82 92 23
hanna.myhrman@addvisegroup.se
About ADDvise Group AB (publ)
ADDvise is an international life science group. Operating a decentralised ownership model, we develop and acquire high quality companies within the business areas Lab and Healthcare. The Group comprises more than 20 companies and generates annual revenues of close to SEK 2 billion. ADDvise is listed on Nasdaq First North Premier Growth Market. Mangold Fondkommission AB, +46 8 503 015 50, CA@mangold.se, is the Company's Certified Adviser. Additional information is available at www.addvisegroup.com.