Notice of Annual General Meeting in InDex Pharmaceuticals Holding AB (publ)
N.B. This English text is an unofficial translation of the Swedish original of the notice to attend the annual general meeting. In case of any discrepancies between the Swedish and English language versions, the Swedish version shall prevail
April 5 2024 – Shareholders in InDex Pharmaceuticals Holding AB, reg. nr 559067-6820 (the “Company”), are hereby summoned to the Annual General Meeting on Tuesday May 7, 2024 at 17.00 (CET) at Setterwalls Advokatbyrå’s offices at Sturegatan 10 in Stockholm. Registration for the meeting commences at 16.30 (CET).
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central
Securities Depository & Clearing Organisation), on the record day which is Friday April 26, 2024; and
(ii) notify the Company of their attendance and any assistant no later than Tuesday April 30, 2024. Notification can be made by letter to InDex Pharmaceuticals Holding AB, Berzelius väg 13, 171 65, Solna, or via e-mail to info@indexpharma.com.
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where applicable, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data collected from the register of shareholders kept by Euroclear Sweden AB, registration and participation in the meeting as well as information about representative, proxy and assistants, will be used for registration, preparation of register of voters for the meeting and, where applicable, minutes of the meeting. For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of Friday 26 April, 2024, at which time the register entry must have been made. Voting rights registration that has been requested by the shareholder at such time that the registration has been completed by the nominee no later than Tuesday April 30, 2024, will, however, be taken into account in the preparation of the share register.
Proxy and power of attorney forms
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the Company’s website www.indexpharma.com. The original version of the power of attorney shall also be presented at the meeting.
Proposed Agenda
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of at least one person who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Presentation of the annual report and the auditor’s report as well as of the consolidated financial statements and the auditor’s report for the group. In connection with this:
- a presentation of the past year’s work by the Board;
- a presentation by the Chief Executive Officer; and
- an update regarding the evaluation of alternatives to maximize shareholder value;
- Resolution in respect of:
- adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet for the group;
- allocation of the Company’s profits or losses according to the adopted balance sheet; and
- the members of the board of directors’ and the CEO’s discharge from liability;
- Determination of the number of members of the board of directors, and if applicable deputy members of the board of directors, as well as of the number of auditors, and if applicable deputy auditors;
- Determination of the fees payable to the members of the board of directors and the auditor;
- Election of members of the board of directors and auditor; and
- Closing of the meeting.
Proposed resolutions presented by the board of directors
Item 1: Election of chairman of the meeting
The board of directors proposes that attorney at law Marcus Nivinger is elected chairman of the meeting.
Item 7b): Resolution in respect of allocation of the Company’s profits or losses
The board of directors proposes that the Company’s accumulated profits shall be carried forward in new account and that no dividend shall be paid for the financial year 2023.
Item 8: Determination of the number of members of the board of directors, as well as of the number of auditors
The board of directors currently consists of the following six ordinary members without deputy members: Wenche Rolfsen (chairman), Karin Bernadotte af Wisborg, Marlene Forsell, Anna-Kaija Grönblad, Uli Hacksell and Lennart Hansson. The board of directors proposes that, until the end of the next annual general meeting, the board of directors shall consist of four ordinary members without deputies. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.
Item 9: Determination of the fees payable to the members of the board of directors and the auditor
The board of directors proposes that unchanged fees to the board of directors, until the end of the next annual general meeting, shall amount to SEK 500,000 to the chairman of the board of directors and SEK 235,000 to each ordinary member of the board of directors not employed by the Company. Karl Tobieson has given prior notice that he waives his right to board fees. The proposed board fee thus amounts to a total of SEK 970,000. The board of directors proposes that the fees to the Company’s auditor be paid in accordance with approved invoices.
Item 10: Election of members of the board of directors and auditor
The board of directors proposes re-election of Wenche Rolfsen, Uli Hacksell and Lennart Hansson, and election of Karl Tobieson until the end of the next annual general meeting. Wenche Rolfsen is proposed to be re-elected as chairman of the board of directors. Karin Bernadotte af Wisborg, Marlene Forsell and Anna-Kaija Grönblad have declined re-election.
Karl Tobieson is CEO of Linc AB, currently the Company's largest shareholder. Karl is also chairman of the board of MedCap AB, T&S Förvaltning AB and Tobieson & Svennewall AB, board member of Alder Therapeutics, Melius Pharma, BRF Hornblåsaren, board deputy of Gram Medicin AB and OGGroup AB.
The auditing company PricewaterhouseCoopers AB (PwC) is proposed to be re-elected as auditor. Should PwC be re-elected, the certified auditor Magnus Lagerberg will remain as the auditor in charge.
Number of shares and votes in the Company
The total number of shares in the Company at the time of issuance of this notice is 532,687,650. The Company does not hold any of its own shares.
Shareholders' right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors believe that it can be done without material damage to the Company, provide information at the meeting regarding circumstances that may affect the assessment of an item on the agenda or of the Company’s economic situation. Such duty to provide information also comprises the Company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
Documentation
The financial accounts, auditor’s report, complete proposals and other documents to be dealt with at the general meeting will be kept available at the Company’s office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the Company’s website www.indexpharma.com. All the above mentioned documents will also be presented at the general meeting.
________________
Stockholm, April 2024
The Board of Directors
Offical version of notice to attend the Annual General Meeting
The official version of the notice to attend the Annual General Meeting is in the Swedish language and available for download at www.indexpharma.com
For more information:
Jenny Sundqvist, CEO
Phone: +46 8 122 038 50
E-post: jenny.sundqvist@indexpharma.com
Johan Giléus, CFO and Deputy CEO
Phone: +46 8 122 038 50
E-mail: johan.gileus@indexpharma.com
Publication
The information was submitted for publication through the agency of the contact person set out above at 10:00 CET on April 5, 2024.
InDex Pharmaceuticals in brief
InDex Pharmaceuticals has a vision to help patients with immunological diseases where there is a high unmet medical need. Cobitolimod was being evaluated in the phase III program CONCLUDE for moderate to severe left-sided ulcerative colitis – a debilitating, chronic inflammation of the large intestine.
InDex is based in Stockholm, Sweden. The Company’s shares (ticker INDEX) are traded on Nasdaq First North Growth Market Stockholm. Redeye AB is the Company’s Certified Adviser. For more information, please visit www.indexpharma.com
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