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Notice of Annual General Meeting of Implantica AG

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The depository receipt holders of Implantica AG, reg. no. FL-0002.629.889-3, are hereby invited to attend the annual general meeting to be held on Wednesday, May 22, 2024, at 14:30 at Hotel Kommod, Industriering 14, 9491 Ruggell, Liechtenstein.

Right to participate and notice

Anyone wishing to attend the annual general meeting must:

  • be entered as depository receipt holder in the Swedish Depository Receipt (“SDR”) register kept by the Swedish central securities depository Euroclear Sweden on Thursday, May 9, 2024, and
  • notify the company of their intention to attend no later than May 14, 2024, by email to investorrelations@implantica.com or by post to Implantica AG, Annual General Meeting, Aeulestrasse 45, 9490 Vaduz, Liechtenstein

When giving notification to attend, please specify the SDR holder’s name, personal identity or company registration number, address, telephone number and the number of any representative (no more than two).

  • in lieu of physical participation, votes may be cast by the SDR holder no later than Tuesday, May 14, 2024, in accordance with the instructions on the Postal Voting Form, see appendix 1, so that the voting form is received by Pareto Securities AB (the “Custodian”) no later than that day. The Custodian will forward the votes for representation to the local independent proxy, Mr. Philipp Wanger, Attorney-at-law.

If SDR holders are represented by a proxy, a written and dated power of attorney signed by the SDR holder must be issued to the proxy. The power of attorney must not be older than one year, unless a longer validity term (maximum five years) has been stipulated. Anyone representing a legal entity must present a copy of the registration certificate or other document demonstrating the signatory’s authority to sign for the legal entity. In order to facilitate registration at the annual general meeting, the power of attorney as well as the registration certificate and other authorization documents should be received by the company at the above address by May 14, 2024, at the latest.

Holders of depository receipts who hold their receipts through nominees (Sw. förvaltare), such as a bank, must request a temporary registration of the voting rights in their own name in the share register kept by Euroclear Sweden (so called voting right registration) in order to be able to participate at the annual general meeting. Holders of depository receipts who want to obtain such registration must contact the nominee regarding this in advance of May 9, 2024.

Proposed agenda

  1. Opening of the meeting and appointment of the Chair of the meeting
  2. Preparation and approval of the voting list
  3. Approval of the agenda
  4. Election of one or two persons to approve the minutes
  5. Determination of whether the meeting has been duly convened
  6. Address by the CEO and CFO
  7. Presentation of the annual report, the statutory annual financial statements, the consolidated financial statements and auditor’s reports
  8. Resolution and adoption of the statutory financial statements and the consolidated financial statements of Implantica AG, acknowledging the reports of the auditors
  9. Resolution on the net result in accordance with the adopted balance sheet
  10. Resolution on discharge of the Board of Directors, Executive Management and the Auditors
  11. Resolution on approval of remuneration of the Board of Directors and Executive Management
  12. Election of the Board of Directors and the Chairman and Vice-Chairman of the Board of Directors
  1. Election of the Chairman of the Board of Directors
  2. Election of the Vice-Chairman of the Board of Directors
  3. Election of the members of the Board of Directors
  1. Election of members and Chairman of the Nomination and Remuneration Committee
  2. Election of the independent proxy
  3. Election of the auditors
  4. Closing of the meeting

Resolution proposals and Elections

The following agenda items are scheduled for the Annual General Meeting (“AGM”):

  1. 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 2023 consisting of the statutory financial statements and the consolidated financial statements of Implantica AG, acknowledging the reports of the auditors.

  1. Resolution on the net result in accordance with the adopted balance sheet

Proposal of the Board of Directors:
Carry forward of the net loss for the financial year 2023 in accordance with the adopted balance sheet and to no payment of dividend.

  1. Resolution on discharge of the Board of Directors, Executive Management and the Auditors

Proposal of the Board of Directors:

  1. Granting of discharge to the members of the Board of Directors for financial year 2023.
  2. Granting of discharge to the members of the Executive Management for financial year 2023.
  3. Granting of discharge to the Auditor for financial year 2023.
  1. Resolution on approval of remuneration of the Board of Directors and Executive Management

Proposal of the Board of Directors:

  1. Approve the total remuneration of the Board of Directors of EUR 131,394 for financial year 2023. The total remuneration includes fixed compensation, pension contributions and long-term share-based incentive plan.
  2. Approve the total remuneration of the Executive Management of EUR 836,771 for financial year 2023. The total remuneration includes fixed compensation, pension contributions and long-term share-based incentive plan. Executive Management is made up of the Chief Executive Officer, the Chief Financial Officer, the Chief Strategy Officer and the Chief Corporate Affairs Officer.
  1. 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 five 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 and Johan Bojs as Vice-Chairman.

Proposal of the Board of Directors:

  1. 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.
  2. 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.
  3. Re-election of Tomas Puusepp as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
  4. Re-election of Klaus Neftel as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
  5. Re-election of Stephan Siegenthaler as member of the Board of Directors for a term of office until completion of the next Annual General Meeting of shareholders.
  1. 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.

  1. 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.

  1. 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 2024.

Number of shares and votes in the company

Implantica AG has two classes of shares, class A and class B. The class A shares are listed on the Nasdaq First North Premier Growth Market, through Swedish Depository Receipts (”SDRs”). One SDR represents one class A share in Implantica AG. Each class A and class B share provide entitlement to one vote. The total number of class A shares in the company amounts to 58,111,537 shares with a nominal value of CHF 2.00 each (class A) and 1,125,000,000 class B shares with a nominal value of CHF 0.02 each (class B), therefore, the total number of votes in the company amounts to 1,183,111,537 votes. At the date of this notice, the company owns a total of 1,305 SDRs representing class A shares, which cannot be represented at the annual general meeting.

Information at the meeting

The board of directors and the CEO shall, if any SDR holder 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, circumstances which may affect the assessment of the company’s or subsidiaries’ financial position and circumstances that may affect the company’s relation to other companies within the group. SDR holders who want to submit questions in advance may do so in writing by way of e-mail at investorrelations@implantica.com.         

Documents

Complete proposals and statements, including the auditor’s statement, as well as accounting documents and audit report for 2023, will be available at the company’s offices on Aeulestrasse 45, 9490 Vaduz, Liechtenstein and on the company’s website, www.implantica.com, no later than three weeks before the general meeting.

Minutes

The minutes of the annual general meeting will be available for review from the evening of June 11, 2024, at the latest at the company’s headquarters, Aeulestrasse 45, 9490 Vaduz, Liechtenstein and on the company’s website www.implantica.com.

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.

Implantica AG

The Board of Directors

May 1, 2024

For further information, please contact:
Nicole Pehrsson, Chief Corporate Affairs Officer
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, info@fnca.se

The information was sent for publication, through the agency of the contact person set out above, on May 1, 2024, at 10:15 a.m. CEST.

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.

Newsroom
https://www.implantica.com/media/media-kit

Media Contact:
Implantica AG
Juanita Eberhart, VP Marketing & Advocacy
M: +1 925-381-4581
juanita.eberhart@implantica.com

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