Notice of Annual General Meeting in Dignitana AB (Publ)
The shareholders of Dignitana AB (publ) reg. no. 556730-5346 (“Dignitana” or the “Company”) are hereby given notice of the Annual General Meeting (the “AGM”) to be held on 20 May 2021.
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
The shareholders of Dignitana AB (publ) reg. no. 556730-5346 (“Dignitana” or the “Company”) are hereby given notice of the Annual General Meeting (the “AGM”) to be held on 20 May 2021.
Dignitana welcomes all shareholders to exercise their voting rights for the AGM through advance voting as described below. Information on the resolutions passed at the AGM will be published on 20 May 2021 as soon as the result of the advance voting has been confirmed.
On the advance voting form shareholders may request that a resolution on one or several of the matters on the proposed agenda below be deferred to a so-called continued General Meeting, which cannot be conducted solely by way of advance voting. Such General Meeting shall take place if the AGM so resolves or if shareholders representing at least one tenth of all shares in the Company so requests.
Right to participate
Shareholders that wish to participate in the AGM through advance voting, shall be registered in the share register maintained by Euroclear Sweden AB no later than on 11 May 2021; and shall have notified the Company of their intention to participate at the AGM no later than on 19 May 2021 by casting their advance vote in accordance with the instructions under the heading “Advance voting.”
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 made no later than 14 May 2021 and shareholders must, therefore, instruct their nominees well in advance thereof.
Advance voting
Shareholders may only exercise their voting rights at the AGM by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is considered as notice to participate in the AGM. The form is available at www.dignitana.com.
The completed form must be submitted to the Company no later than 19 May 2021. The completed form shall be sent to Dignitana AB (publ), c/o Fredersen Advokatbyrå AB, Turning Torso, 211 15 Malmö, Sweden, or by e-mail to dignitana@fredersen.se. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding authorization document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
Proposal of agenda
-
Election of chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination as to whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
- Resolution on
- adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
- allocation of the Company’s loss according to the consolidated balance sheet
- discharge from liability for the Board members and the CEO
- Resolution as to the number of Board members and auditors
- Resolution on the remuneration to the Board of Directors and auditor
- Election of Board members
- Klas Arildsson (re-election)
- William Cronin (re-election)
- Richard DiIorio (re-election)
- Christian Lindgren (re-election)
- Ljubo Mrnjavac (re-election)
- Lina Karlsson (new election)
- Election of chairman of the Board
- Klas Arildsson (re-election)
- Election of auditor (re-election)
- Resolution regarding principles for appointment of nomination committee
- Resolution on amendments to the articles of association
- Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles
-
with pre-emption rights for the shareholders
- with deviation from the shareholders' pre-emption rights
Proposals
The nomination committee’s proposals (items 1 and 8-13)
The nomination committee which has consisted of Greg Dingizian (on closely related company’s mandate), William Cronin (on CBUDN-Financial Service closely related company’s mandate), and Klas Arildsson (Chairman of the Board), proposes the AGM to resolve:
that Hannes Mellberg is elected chairman of the AGM,
that the Board of Directors shall consist of six Board members and no deputy Board members,
that one registered audit firm is elected as auditor of the Company,
that remuneration to the Board shall be SEK 200 000 (200 000) to the chairman of the Board and SEK 100 000 (100 000) each to the Board members,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Klas Arildsson, William Cronin, Richard DiIorio, Christian Lindgren and Ljubo Mrnjavac are re-elected as Board members, and that Lina Karlsson is elected as new member of the Board, for the period until the end of the next AGM. It is noted that Pontus Kristiansson and Ingrid Atteryd Heiman have declined re-election,
that Klas Arildsson is re-elected as chairman of the Board,
that Öhrlings PricewaterhouseCoopers AB is re-elected as audit firm. Öhrlings PricewaterhouseCoopers has informed that the authorized accountant Cecilia Andrén Dorselius shall be appointed principal auditor, if the AGM resolves in accordance with the proposal, and
that the principles for the appointment of the nomination committee adopted on the AGM 2020 shall continue to apply also for the appointment of the nomination committee ahead of the AGM 2022.
Information on proposed new Board member
Lina Karlsson
Born 1973
Lina Karlsson has extensive senior management experience of operations, R&D, product and organizational and strategy development working for global companies in the healthcare industry. Lina serves as Director R&D, Surgical Solutions for Mölnlycke Healthcare and has previously held R&D director positions in Baxter and Gambro.
Other appointments: none
Education: Mrs. Karlsson holds PhD in Polymer Science and Engineering from Lund University, LTH and an Executive MBA from EFL in Lund.
Holdings: none
Independence: Independent in relation to the company, the company’s senior executives and major shareholders of the company.
The Board’s proposals
Preparation and approval of the voting register (item 2)
The voting list proposed to be approved is the voting list prepared by Fredersen Advokatbyrå on behalf of the Company, based on the AGM share register and received postal votes, controlled and checked by the persons assigned to check the minutes.
Election of one or two persons to attest the minutes (item 4)
The Board of Directors proposes Johan Stormby or if he is prevented from participating, the person appointed by the Board of Directors, to attest the minutes. The assignment to attest the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Allocation of the company’s profit or loss (item 7.b))
The Board of Directors proposes that no dividend for the financial year 2020 is to be paid.
Resolution on amendments to the articles of association (item 14)
The Board of Directors proposes the following amendments to the articles of association.
Following amendments in the Swedish Companies Act, the Board of Directors proposes that § 9 which governs convening and the right to participate in general meetings, shall be amended as follows: “Shareholders who wish to attend the general meeting must notify the company no later than the day specified in the notice convening the general meeting, in which case the number of advisors shall be stated. The latter mentioned day may not be a Sunday, another public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not fall earlier than the fifth weekday prior to the meeting.”
Furthermore, the Board of Directors propose a minor amendment in § 1, where ”name” is replaced by ”company name”, due to a change in the Swedish Companies Act, and a minor amendment in § 12, where the reference to the “Financial Instruments Accounts Act (1998:1479)” is replaced by the “Central Securities Depositories and Financial Instruments Accounts Act (1998:1479)” due to changes in the abovementioned act.
Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles (item 15)
-
-
with pre-emption rights for the shareholders
- with deviation from the shareholders' pre-emption rights
-
The Board of Directors proposes that the AGM authorizes the Board of Directors to adopt new issue of shares, warrants or convertibles in accordance with the terms of paragraphs a) and/or b) below. The decisions in a) and b) shall be resolved upon as two separate resolutions.
a)
The AGM authorizes the Board of Directors upon one or several occasions during the period up to the next AGM to adopt a new issue of shares, warrants or convertibles with pre-emption rights for the shareholders. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or, in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, pursuant to the authorization in this paragraph a) shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered articles of association.
b)
The AGM authorises the Board of Directors upon one or several occasions during the period up to the next AGM to adopt a new issue of shares, warrants or convertibles with deviation from shareholders' pre-emption rights. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, pursuant to the authorization in this paragraph b) shall be limited to 10 percent of the outstanding shares as per the date of this notice. A new issue adopted in virtue of the authorization, shall be carried out with a view to broadening the ownership, procuring or facilitating the procurement of working capital and/or making acquisitions, or procuring or facilitating the procurement of capital for acquisitions.
Majority requirements
Resolutions in accordance with items 14 and 15b above require approval of at least two thirds (2/3) of the shares represented and votes cast at the AGM.
Further information
As per the date of this notice, the total number of shares and votes in the Company are 65 059 155. The Company does not hold any own shares.
The annual report, audit report, postal notification and proxy forms, the Board’s complete proposals as well as complete underlying documentation, will be made available by the Company and at the Company's website at least three weeks before the AGM. The documents will be sent to shareholders who request it and provide their postal address.
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relation to other companies within the Group. A request for such information shall be made in writing to the Company no later than 10 May 2021, to Dignitana AB (publ), c/o Fredersen Advokatbyrå AB, Turning Torso, 211 15 Malmö, Sweden, or via email to dignitana@fredersen.se. The information will be made available on the Company’s website www.dignitana.com and at the Company’s offices at Traktorgränden 3, 226 60 Lund, Sweden, no later than 15 May 2021. The information will also be sent to the shareholder who has requested the information and stated its address.
The Company has its registered office in Lund.
Processing of personal data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Lund, April 2021
Dignitana AB (publ)
The Board of Directors
For More Information Contact
Melissa Bourestom, VP Corporate Communications melissa.bourestom@dignitana.com +1 469-518-5031
About Dignitana
Dignitana AB is the world leader in clinically superior scalp cooling technology. The company produces The DigniCap® Scalp Cooling System, a patented medical cooling device that offers cancer patients the ability to minimize hair loss during chemotherapy. FDA cleared since 2015, DigniCap provides continuous cooling with high efficacy, safety and patient comfort. Hailed internationally as a life-changing medical advancement for cancer patients, The DigniCap Scalp Cooling System was invented in 1999 by a Swedish Oncology nurse and has been available in Europe since 2001. Dignitana AB is listed on Nasdaq First North Growth Market in Sweden with headquarters in Lund, Sweden and operations based in Dallas, Texas in the United States. Company subsidiaries are Dignitana, Inc. in the United States and Dignitana S.r.l. in Italy. Certified Adviser is Redeye AB +46 8 121 576 90, certifiedadviser@redeye.se. Learn more at www.dignitana.se or www.dignicap.com.
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