Convocation of Annual General Meeting of Lumito AB (publ)
Shareholders of Lumito AB (publ), Reg.no 556832-0062, are hereby convened to the Annual General Meeting on 4 June 2019, at 10:00 a.m., which will be held at the Company's premises at Gasverksgatan 1, 222 29 Lund, Sweden.
Notification of participation
Shareholders who wish to participate at the annual general meeting must:
- be registered in their own name (not in the name of a nominee) in the share register kept by Euroclear Sweden AB, on Tuesday, 28 May, 2019, and
- notify his or her intention to attend the annual general meeting, on 28 May 2019 at the latest, by sending notice to Gasverksgatan 1, 222 29 Lund, by email to info@lumito.se or by phone +46 (0)46 - 16 20 70.
The notification should include the shareholder’s name, personal identification number or corporate registration number, address, and telephone number, and, if applicable, the details of at most two assistants.
Nominee-registered shares
Besides sending notification, shareholders whose shares are registered in the name of a nominee must re-register their shares in their own names in the share register (so-called voting rights registration). Such registration may be temporary, and must be duly effected in the share register on Tuesday, 28 May 2019, for the shareholder to be entitled to participate in the general meeting. The shareholder must therefore advise his or her nominee well in advance of Tuesday, 28 May 2019. Please note that this procedure may also apply to shares held in bank's securities accounts and in certain investment savings accounts (ISK).
Proxies
If a shareholder is to be represented by proxy, the shareholder must issue a power of attorney in writing to the proxy. If the proxy is executed by a legal person,a certified copy of the certificate of registration or equivalent must be attached, demonstrating that the signees of the power of attorney are legal representatives of the shareholder. The original proxy (and, if applicable, certificate of registration) should be submitted to the Company together with the notification of participation in order to facilitate entrance. The proxy may not be valid for a period longer than five years from its issuance. A proxy form is available on the Company's website www.lumito.se.
Proposed agenda
1. Opening of the general meeting and election of chairman of the general meeting
2. Establishment and approval of the list of voters
3. Appointment of one or two persons to countersign the minutes
4. Approval of the agenda
5. Examination of whether the general meeting was duly convened
6. Presentation of the annual accounts and the Auditor’s Report
7. Resolutions on:
a) approval of the income statement and balance sheet,
b) appropriation of the Company’s result according to the adopted balance sheet,
c) discharge from liability for the directors and the CEO
8. Determination of the fees for the Board of Directors and the auditors
9. Election of directors and auditors
10. Resolution on authorization for the Board of Directors to resolve on new issues of shares, warrants and convertibles
11. Closing of the general meeting.
Decision proposal
Item1– Opening of the general meeting and election of chairman of the general meeting
Shareholders representing approximately 34.72 percent of the shares and votes in the company propose that Masoud Khayyami is appointed to chair the general meeting.
Item 7b) – Appropriation of the Company’s result according to the adopted balance sheet
The Board of Directors proposes that the company's result shall be carried forward.
Item 8– Determination of the fees for the Board of Directors and the auditors
The Board of Directors proposes that directors' fees of four times the price base amount shall be paid to the Chairman of the Board, and of two times the price base amount to each of the other Board members. No fee shall be paid to Board members employed by the company.
It is proposed that remuneration to the auditor shall be paid on open account.
Item 9– Election of directors and auditors
Shareholders representing approximately 34.72 percent of the shares and votes in the company propose that the number of Board members elected by the AGM shall be set to six. No alternate board members are proposed. The same shareholders propose that the number of auditors shall be set to one, without deputy.
Shareholders representing approximately 34.72 percent of the shares and votes in the company propose that Board members Masoud Khayyami, Stefan Andersson-Engels and Urban Widén shall be re-elected until the end of the next annual general meeting. Board member Bengt Göran Svensson declined re-election. Ulf Bladin, Amir Poursamad and Roland Andersson are proposed as new Board members. It is proposed that Masoud Khayyami shall be re-elected as Chairman of the Board.
Shareholders representing approximately 34.72 percent of the shares and votes in the company further propose that the registered audit firm Öhrlings PricewaterhouseCoopers AB shall be elected as the company's auditor, until the end of the annual general meeting 2020. The audit firm has announced that chartered accountant Ola Bjärehäll will be the responsible auditor.
Item 10 – Resolution on authorization for the Board of Directors to resolve on new issues of shares, warrants and convertibles
The Board of Directors proposes that the annual general meeting resolves to authorize the Board of Directors, on one or multiple occasions and in accordance with the stipulations in the Company's Articles of Association, to resolve on new issue of shares, warrants and/or convertibles in order to increase the Company's share capital. Such new issues may in total be comprised of at most the equivalent of 11,200,000 shares. The Board of Directors shall be able to resolve on new issue of shares, warrants and/or convertibles with deviation from the share holders' preferential rights, and/or with payment by set-off, payment-in-kind, or otherwise with particular terms and conditions in accordance with the Swedish Companies Act 2 ch. 5 s. second paragraph 1-3 and 5.
An issue in accordance with this authorization shall be on market conditions, subject to a market-based issue discount when applicable.
The Board of Directors shall be authorized to decide on the terms and conditions regarding issues under this authorization, and on what persons shall be entitled to subscribe for the shares, warrants and/or convertibles. The reason for the proposal that the Board of Directors shall be authorized to resolve on an issue with deviation from the shareholders’ preferential rights and to resolve on an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to above, is that the Company shall be able to issue shares, warrants and/or convertibles in connection with aquisitions of companies or businesses, and to conduct directed issues in order to raise capital for the Company.
The CEO is proposed to be authorized to make such minor adjustments of the terms set out above that are required in order to register the resolution with the Swedish Companies Registration Office.
Majority requirements
Resolutions under item 10 above require, for their validity, that a minimum of two-thirds of the votes cast and the shares represented support the resolution.
Information at the annual general meeting
The Board of Directors and the Managing Director shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda and on circumstances which may affect the assessment of the company's financial position.
Documentation
The annual accounts and the Auditor's report, the Board of Directors's complete proposal according to item 10 above, and other documents according to the Swedish Companies Act, will be held available at the Company (Gasverksgatan 1, 222 29 Lund, Sweden) and on the Company's website (www.lumito.se). The documents will also be sent without charge to shareholders who so request and inform the Company of their postal address. The documents will also be held available at the annual general meeting.
Processing of personal data
For information on how your personal data are processed, please see
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
__________________
Lund, May 2019
Lumito AB (publ)
Board of Directors
For more information, please contact:
Lumito AB (publ), CEO Stefan Nilsson, telephone +46 767 78 59 05, sn@lumito.se
Lumito in brief
Lumito is specialised in research and development of imaging technologies for medical applications. The technology is based on so called UCNP:s (Up Converting Nano Particles) and is aiming to increase image quality in biomedical applications. Lumito´s IPR covers imaging with high quality of for instance tissue samples, with UCNP:s as markers. The technology has several possible application areas, but Lumito has initially decided to focus on digital pathology. Lumito has an agreement with TTP plc (The Technology Partnership) in Cambridge, UK, regarding development of instruments and staining reagents. Lumito’s share Lumito and warrant Lumito TO1 are traded at the NGM Nordic MTF marketplace.
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