Notice of Annual General Meeting of Implantica AG
The shareholders of Implantica AG (publ), reg. no. FL-0002.629.889-3, are hereby given notice of the annual general meeting on Friday, April 16, 2021, at 11:00 CET.
To protect the health and safety of all participants in connection with the spread of COVID-19, the annual general meeting on April 16, 2021, will be reduced to the legally required minimum. Due to the ban on events in Liechtenstein, the AGM will take place without the personal participation of shareholders and only the statutorily required people will attend the meeting, which will include representation from the Amt für Justiz in Liechtenstein. The meeting process will include control that the meeting was duly convened and control of the shareholder and voting lists.
Depository receipt holders will be able to vote by submitting their voting form to Pareto Securities AB (the “Custodian”), who will forward the votes to the independent proxy (Article 5b para. 1 lit. b of the Ordinance).
Depository receipt holders have the opportunity to submit questions in respect of the AGM by sending them to investorrelations@implantica.com before April 16, 2021.
Right to participate
Those wishing to participate in the meeting, through postal voting, must
- Be entered as depository receipt holders in the Swedish Depository Receipt register kept by the Swedish central securities depository Euroclear Sweden on Wednesday, April 7, 2021, and
- Cast their vote no later than Friday, April 9, 2021, in accordance with the instructions on the Postal Voting Form, see appendix 1, so that the voting form is received by Pareto Securities AB no later than that day.
Holders of depository receipts who hold their receipts through nominees (Sw. förvaltare) must request a temporary registration of the voting rights in order to be able to participate at the Meeting. Holders of depository receipts who want to obtain such registration must contact the nominee regarding this in advance of April 7, 2021.
Agenda items
The following agenda items are scheduled for the Annual General Meeting (“AGM”):
- Resolution and adoption of the statutory financial statements and the consolidated financial statements of Implantica AG
Proposal of the Board of Directors:
Approval of the annual report 2020 consisting of the statutory financial statements and the consolidated financial statements of Implantica AG, acknowledging the reports of the auditors.
- Resolution on appropriation of net loss
Proposal of the Board of Directors:
Implantica AG did not generate profit during 2020. The Board of Directors proposes to carry forward the net loss of CHF 7,980,573 for the financial year 2020.
- Resolution on discharge of the Board of Directors, Executive Management and the Auditors
Proposal of the Board of Directors:
Granting of discharge to the members of the Board of Directors, Executive Management and the Auditor for their services in the business year 2020.
- Election of the Board of Directors and the Chairman and Vice-Chairman of the Board of Directors
The board of directors of the company currently consists of six ordinary members. It is proposed to re-elect all current board members for the period until the end of the next annual general meeting including the re-election of Liselott Kilaas as chairman of the board and Johan Bojs as vice-chairman of the board of directors.
Proposal of the Board of Directors:
Re-election of Liselott Kilaas as member and Chairman of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
Re-election of Johan Bojs as member and Vice-Chairman of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
Re-election of Tomas Puusepp, Robert Frigg, Klaus Neftel and Stephan Siegenthaler as members of the Board of Directors by way of separate election for a term of office until completion of the next Annual General Meeting of shareholders.
- Election of members and Chairman of the Nomination and Remuneration Committee
Proposal of the Board of Directors:
Re-election of Johan Bojs as Chairman and Klaus Neftel as member of the Nomination and Remuneration Committee for a term of office until completion of the next Annual General Meeting of shareholders.
- Election of the independent proxy
Proposal of the Board of Directors:
Re-election of Philipp Wanger, Attorney-at-law, Neugasse 17, 9490 Vaduz, Liechtenstein as independent proxy until the next annual general meeting of shareholders.
- Election of the auditors
Proposal of the Board of Directors:
Re-election of KPMG (Liechtenstein) AG, Aeulestrasse 2, 9490 Vaduz, Liechtenstein as auditor for the financial year 2021.
- Resolution on approval of remuneration of the Board of Directors and Executive Management
Proposal of the Board of Directors: Approve the total remuneration of the Board of Directors of EUR 145 thousand and of the Executive Management of EUR 513 thousand for financial year 2020. The total remuneration includes fixed compensation, pension contributions and the long-term share-based incentive plan.
- Resolution on amendment of Article 4a para. 1 of the Articles of Association
Resolve on an authorization for the board of directors to, with or without deviation from the shareholders’ preferential rights, resolve on new share issues. The objective of the authorization is to provide the board of directors with flexibility in its work to ensure that the company can procure capital for the financing of the operations in an appropriate manner, to enable business or company acquisitions and to enable a broadening of the company’s shareholder base.
Proposal of the Board of Directors:
Art. 4a para. 1: The Board of Directors is authorized to increase the share capital, at any time until March 1, 2025, April 16, 2026, by a maximum amount of CHF 6’076’926 25’784’614 by issuing a maximum of 3’038’463 12’892’307 fully paid up registered ordinary shares (Class A) with a par value of CHF 2 each. An increase of the share capital in partial amounts shall be permissible.
Art. 4a Abschnitt 1: Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 1. März 2025 16. April 2026 das Aktienkapital im Maximalbetrag von CHF 6‘076‘926 25‘784‘614 durch Ausgabe von höchstens 3‘038‘463 12‘892‘307 voll zu liberierenden auf den Namen lautende Aktien (Class A) mit einem Nennwert von je CHF 2 zu erhöhen. Erhöhungen in Teilbeträgen sind gestattet.
Voting
Depository receipt holders are invited to send their votes to the Custodian as outlined in the Postal Voting Form (appendix 1). The Custodian will forward the votes for representation to the local independent proxy, Mr. Philipp Wanger, Attorney-at-law.
Minutes
The minutes of the annual general meeting will be available for review from the evening of April 30, 2021 at the latest at the company’s headquarters, Landstrasse 1, Vaduz and on the company’s website www.implantica.com.
Implantica AG
The Board of Directors
March 27, 2021
For further information, please contact:
Nicole Pehrsson, Investor Relations
Telephone (CH): +41 (0)79 335 09 49
nicole.pehrsson@implantica.com
Implantica is listed on Nasdaq First North Premier Growth Market in Stockholm.
The company's Certified Adviser is FNCA Sweden AB, +46 (0)8 528 00 399, info@fnca.se
The information was sent for publication, through the agency of the contact person set out above, on March 29, 2021 at 08:00 a.m. CET.
About Implantica
Implantica is a medtech group dedicated to bringing advanced technology into the body. Implantica’s lead product, RefluxStop™, is a CE-marked implant for the prevention of gastroesophageal reflux that will potentially create a paradigm shift in anti-reflux treatment as supported by successful clinical trial results. Implantica also focuses on eHealth inside the body and has developed a broad, patent protected, product pipeline based partly on two platform technologies: an eHealth platform designed to monitor a broad range of health parameters, control treatment from inside the body and communicate to the caregiver on distance and a wireless energising platform designed to power remote controlled implants wirelessly through intact skin. Implantica is listed on Nasdaq First North Premier Growth Market (ticker: IMP A SDB). Visit www.implantica.com for further information.