Notice of the Annual General Meeting in Diamorph AB (publ)
N.B. The English text is an in-house translation of the original Swedish text. In case of any disparities between the Swedish and the English text, the Swedish text shall prevail.
The shareholders of Diamorph AB (publ), reg. no. 556647-5371 (the “Company”), are hereby convened to the Annual General Meeting (the “Meeting”) on Friday, 8 June 2018, at 1.30 p.m. CEST at IVA Conference Center, at Grev Turegatan 16, Stockholm, Sweden. Registration for the Meeting begins at 1.00 p.m. CEST.
Notification of participation
Shareholders wishing to attend the Meeting must:
(i) be recorded in the printout of the share register maintained by Euroclear Sweden AB on Friday, 1 June 2018; and
(ii) notify the Company of their intention to attend the Meeting no later than on Monday, 4 June 2018, preferably no later than 12 noon CEST, by mail at address Diamorph AB (publ), c/o Sdiptech AB (publ), Stureplan 15, SE-111 45 Stockholm, Sweden, or by email to erik.karlsson@diamorph.com.
The notification shall include full name, personal identification number or company registration number, shareholding, address, daytime phone number and, where applicable, details of a deputy, representative or assistant (maximum two). Where applicable, a power of attorney, certificate of registration and other authorising documents are to be enclosed with the notification.
Nominee-registered shares
In order to be entitled to participate at the Meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB. To ensure that such re-registration is carried out no later than on Friday, 1 June 2018, the shareholder should request re-registration with the nominee well in advance of this date.
Proxies
Shareholders who are represented by proxy shall issue a written, signed by the shareholder and dated, power of attorney for such representative. If the power of attorney is issued by a legal person, a certified copy of the certificate of registration or equivalent document for such legal person must be enclosed with the power of attorney. The power of attorney must not be more than one year old, however, the power of attorney may be older if it is stated that it is valid for a longer term, maximum five years. The original copy of the power of attorney together with any certificate of registration should be sent to the Company at the above stated address in ample time before the Meeting. The Company provides a form of power of attorney on request and this form of power of attorney is also available at the Company’s website, www.diamorph.com.
Proposed agenda
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Election of one or two persons to verify the minutes together with the chairman
4. Decision of whether the meeting has been duly convened
5. Preparation and approval of voting list
6. Approval of the agenda
7. Presentation of the annual report and the auditors’ report, as well as the consolidated financial statements and the auditors’ report for the group
8. Speech by the CEO
9. Resolutions on:
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet,
b) allocation of the company’s result in accordance with the adopted balance sheet, and
c) discharge from liability for the Board of Directors and the CEO
10. Determination of the remuneration of the members of the Board of Directors and the Auditor
11. Determination of the number of members of the Board of Directors
12. Election of the members of the Board of Directors and the chairman of the Board of Directors
13. Election of Auditor
14. Closing of the meeting
Proposal for the Chairman of the Meeting (item 2)
The Board of Directors proposes that Mikael Borg, Attorney at law and Partner at Gernandt & Danielsson Advokatbyrå KB, be elected to chair the Meeting.
Proposal for the allocation of the Company’s result according to the approved balance sheet (item 9.b)
The Board of Directors proposes that no dividend is paid for the financial year 2017 and that the distributable funds are brought forward.
Proposal for Board of Directors, remuneration, etc. (Items 10–13)
The Board of Directors proposes:
(i) that the remuneration for the chairman of the Board of Directors and the other members of the Board of Directors shall remain unchanged (i.e., that, calculated on an annual basis, the Chairman shall receive SEK 200,000 and each of the other members of the Board of Directors shall receive SEK 100,000) and that the remuneration to the auditor shall be paid according to approved invoice.
(ii) that the number of members of the Board of Directors shall be four without deputy members.
(iii) that re-election occur of Saeid Esmaeilzadeh, Anders Mörck and Ashkan Pouya and new election occur of Mikael Johnsson as ordinary members of the Board of Directors for the period until the close of the next Annual General Meeting.
For details about the proposed members to the Board of Directors, please see the Company’s website, www.diamorph.com.
(iv) that Ashkan Pouya is re-elected as chairman of the Board of Directors for the period until the close of the next Annual General Meeting.
(v) that Ernst & Young Aktiebolag is re-elected as auditors until the close of the next Annual General Meeting. Ernst & Young Aktiebolag has informed the Board of Directors that if elected as auditor, the auditor in charge will be Stefan Andersson-Berglund.
Shareholders’ right to request information
Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
Provision of documents
The Board of Director’s complete proposals, the annual accounts and the audit report will be made available at the latest three weeks before the Meeting on the Company's website, www.diamorph.com, at the Company’s offices at Stureplan 15, SE-111 45 Stockholm, Sweden, and will be sent free of charge to shareholders who so request and state their mailing address. The Board of Directors proposals in items 2 and 10–13 are included in their entirety in this notice. The documents will also be presented at the Meeting.
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Stockholm May 2018
Diamorph AB (publ)
The Board of Directors
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