Notice of annual general meeting in EQL Pharma AB
The shareholders in EQL Pharma AB, Reg. No. 556713-3425, are hereby invited to the annual general meeting to be held on Wednesday 17 August 2022 at 16:00 in the company’s premises at Stortorget 1 in Lund.
Right to participate and notification
Shareholders wishing to attend the annual general meeting must:
- be registered in the company’s share register kept by Euroclear Sweden AB as of Tuesday 9 August 2022, and
- notify the company of their intention to participate in the annual general meeting no later than Thursday 11 August 2022 in writing by mail to EQL Pharma AB, Stortorget 1, SE-222 23 Lund. Notification can also be made by phone to +46 (0)73-447 47 29 or by e-mail to anna.jonsson@eqlpharma.com. The notice should specify the complete name of the shareholder, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).
Trustee-registered shares
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Thursday 11 August 2022. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
Proxies etc.
A proxy representing a shareholder must bring a written, dated and by the shareholder signed power of attorney to the annual general meeting. The validity term of the power of attorney may be at the longest five years if this is specifically stated. In case no validity term is stated, the power of attorney is valid for at the longest one year. Should the power of attorney be issued by a legal entity, a copy of a registration certificate (Sw. registreringsbevis) or equivalent document shall be presented at the meeting. To facilitate the preparations before the meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation. A template power of attorney can be found at the company website (www.eqlpharma.com) and will be sent by mail to the shareholders who request it and state their address.
Proposed agenda:
- Opening of the meeting.
- Election of Chairman of the meeting.
- Preparation and approval of the register of voters.
- Approval of the agenda.
- Election of one or two persons to confirm the minutes.
- Determination as to whether the meeting has been duly convened.
- Address by the CEO.
- Submission of the annual report and the audit report as well as the consolidated annual report and consolidated audit report.
- Resolutions on
- the adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
- the allocation of the company’s result in accordance with the adopted balance sheet; and
- the discharge of the members of the board of directors and the CEO from liability.
- Determination of the number of members of the board of directors, deputy board members, auditors, and deputy auditors.
- Determination of remuneration to the members of the board of directors and auditors.
- Election of members of the board of directors, Chairman of the board of directors and auditor.
- Resolution on instruction for the Nomination Committee.
- Closing of the meeting.
Proposed resolutions
Item 1: Election of Chairman of the meeting
The Nomination Committe, consisting of Emanuel Eriksson (Chairman), representing own holdings, Christer Fåhraeus, representing Fårö Capital AB, and Rajiv I Modi, representing Cadila Pharmaceuticals Ltd., proposes that the Chairman of the board of directors, Anders Månsson, is elected as Chairman of the meeting.
Item 8 b: Resolution regarding allocation of the company’s result in accordance with the adopted balance sheet
The board of directors proposes that no dividends are paid and that the available funds are carried forward.
Item 9: Determination of the number of members of the board of directors, deputy board members, auditors, and deputy auditors
The Nomination Committee proposes that the board of directors shall be composed of six board members without deputy board members, for the period until the end of the next annual general meeting. Furthermore, it proposes that one registered accounting firm, without a deputy auditor, is appointed as auditor for the period until the end of the next annual general meeting.
Item 10: Determination of remuneration to the members of the board of directors and auditors
The Nomination Committee proposes that board remuneration shall be paid with SEK 250,000 to the Chairman of the board of directors (unchanged since previous year) and with SEK 100,000 to each of the other board members who are not permanent employees in the company (unchanged since previous year). Furthermore, the Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with approved invoice.
Item 11: Election of members of the board of directors, Chairman of the board of directors and auditor
The Nomination Committee proposes that Anders Månsson, Christer Fåhraeus, Linda Neckmar, Rajiv I Modi, Per Ollermark and Per Svangren are re-elected as members of the board of directors, and that Christer Fåhraeus is elected as new Chairman of the board of directors. Anders Månsson has declined re-election as Chairman of the board of directors.
Information on the board members proposed for re-election can be found at the company website (www.eqlpharma.com) and in the annual report.
Furthermore, the Nomination Committee proposes that Deloitte AB is elected as accounting firm. Deloitte AB has informed that the authorized public accountant Maria Ekelund will be the auditor in charge.
Item 12: Resolution on instruction for the Nomination Committee
The Nomination Committee proposes that an instruction for the Nomination Committee shall be adopted in accordance with the following substantial terms.
The Chairman of the board of directors shall, as soon as possible after the registered ownership in the company as of 31 December 2022 is known, contact the three largest registered owners in terms of votes according to the company’s share register, and ask them to appoint one member each to the Nomination Committee. If such shareholders do not wish to appoint a member, the following largest registered owners in terms of votes shall be asked in order of size, until three owner representatives have been appointed. The appointed members shall comprise the Nomination Committee. The Chairman of the board of directors shall convene but not be a part of the Nomination Committee as a member, but the Nomination Committee may choose to co-opt the Chairman of the board of directors to a part of the work carried out by the Nomination Committee. The Nomination Committee shall then appoint a chairman among its members. The names of the members of the Nomination Committee shall be published by the company no later than six months before the annual general meeting in 2023.
If a shareholder who has appointed a member to the Nomination Committee, before the Nomination Committee’s assignment has been completed, receives a lower placement on the list of held votes in the company, the member appointed by the shareholder shall, if the Nomination Committee so decides, be replaced by a new member appointed by the registered shareholder who at the time holds the largest amount of votes and is not already a member of the Nomination committee. Should any of the members of the Nomination Committee, before the Nomination Committee’s assignment has been completed, resign for any other reason or cease to represent the shareholder who appointed the member, such member shall, if the one who appointed the member so requests, be replaced by a new member appointed by the shareholder.
The term of office for the appointed Nomination Committee shall run until a new Nomination Committee has taken office. No remuneration for the members’ work in the Nomination Committee shall be paid. If necessary, the company shall be able to bear reasonable costs that the Nomination Committee deems necessary for it to be able to fulfill its assignment. The Nomination Committee may also co-opt members to the Nomination Committee if deemed appropriate; a co-opted member shall not, however, have the right to vote in the Nomination Committee.
Shareholders’ right to require information
The shareholders are reminded of their right to require information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Meeting documents
Accounting documents, the audit report, complete proposals for resolutions and other documents for the annual general meeting, will be available at the company’s office, at Stortorget 1, SE-222 23 Lund, Sweden, and on the company’s website (www.eqlpharma.com) as from no later than three weeks before the annual general meeting, and will also be sent to shareholders who request it and provide their address. Copies of the documents will also be available at the annual general meeting.
Number of shares and votes in the company
As of the date of this notice to attend the general meeting, the total number of shares and votes in the company amounts to 29,063,610. The company does not hold any own shares.
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 in July 2022
EQL Pharma AB (publ)
The board of directors
For further information, please contact:
Christer Fåhraeus
CEO, EQL Pharma AB (publ)
Phone: +46 (0) 705 – 60 90 00
E-mail: christer.fahraeus@eqlpharma.com
Website: www.eqlpharma.com
EQL Pharma AB (publ) in short
EQL Pharma AB specializes in developing and selling niche pharmaceuticals. The company currently has more than 20 niche generics (ie generics with limited competition apart from the reference pharmaceutical) approved in the Nordic markets and a couple of originals. In addition to these, there is a significant pipeline of mainly niche generics for launch in 2022 and beyond. The business is currently entirely focused on prescription pharmaceuticals, including hospital products, in the Nordic region and in selected European markets. EQL Pharma AB conducts its operations in Lund and is listed on the Spotlight Stock Market. EQL Pharma AB conducts extensive development work in collaboration with leading contract manufacturers and pharmaceutical companies in the EU and Asia, among others.