Notice of General Meeting in Phase Holographic Imaging PHI AB (publ)
The shareholders of Phase Holographic Imaging PHI AB (publ), (“the Company”), reg.no. 556542-7811, are hereby invited to attend the general meeting on 8 January 2025 at 15.00 at the Company´s office at Skiffervägen 48 in Lund.
Right to participate and notification
Shareholders who wish to participate in the general meeting must:
- be entered into the share register maintained by Euroclear Sweden AB on 23 December 2024;
- notify their participation to the Company no later than 30 December 2024.
Notification of participation can be made by e-mail to ir@phiab.se. Notification can also be made in writing to Phase Holographic Imaging PHI AB, Skiffervägen 48, 224 78 Lund, Sweden. The notification shall state the full name, personal identity number or corporate identity number, shareholding, address, telephone number, email address and, where applicable, information about representatives, proxies or advisors (maximum 2). Where applicable, the notification should be accompanied by powers of attorney, registration certificates and other authorisation documents.
Proxy and power of attorney
If a shareholder is to be represented by a proxy, the proxy must bring the original of a written, dated and by the shareholder signed power of attorney to the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but not more than five years) has been stated in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring a current registration certificate or equivalent authorisation document for the legal entity. In order to facilitate a smooth entry process, a copy of the power of attorney and other authorisation documents should be attached to the notification to the meeting. Proxy forms are available on the Company's website, www.phiab.com. The proxy form can also be ordered by e-mail as described above.
Nominee registered shares
In order to be entitled to participate in the general meeting, a shareholder whose shares are registered in the name of a nominee, through a bank or other nominee, must, in addition to registering for the meeting, have the shares registered in its own name with Euroclear Sweden AB so that the shareholder is entered into the share register as of 23 December 2024. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee's procedures at such time in advance as determined by the nominee. Voting rights registration made no later than 30 December 2024 will be taken into account in the preparation of the share register.
Proposed agenda:
- Opening of the general meeting.
- Election of the chairman of the general meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the auditor's report.
- Decision on
- the adoption of the profit and loss account and the balance sheet;
- the appropriation of the company's profit or loss according to the adopted balance sheet;
- discharging the members of the board of directors and the CEO from liability.
- Determination of the number of board members and deputy board members, as well as auditors and deputy auditors or registered auditing firms.
- Determination of fees to the board of directors and auditors.
- Election of board members and any deputy board members, auditors and any deputy auditors or registered auditing firm.
- The general meeting is closed.
Proposal for a decision:
Item 2 - Election of the chairman of the meeting
The board of directors proposes that attorney Micael Karlsson, from Advokatfirman Delphi, is elected chairman of the general meeting.
Item 8.b – Decision on the appropriation of the company's result according to the adopted balance sheet
The board of directors proposes that the general meeting allocates the Company's result in accordance with the board of directors’ proposal in the annual report. The board of directors proposes that no dividend be paid for the financial year 2023/2024.
Item 9 - Determination of the number of board members and deputy board members, as well as auditors and deputy auditors or registered auditing firms
Neural AB proposes that six (6) ordinary board members without deputy board members be appointed and that a registered auditing firm be appointed.
Item 10 - Determination of fees to the board of directors and auditors
Neural AB proposes that fees to non-employed board members elected by the general meeting shall be paid with two (2) income base amounts to the chairman, with one (1) income base amount each to the other ordinary board members and with half (0.5) an income base amount to deputy board members. For any additional work in addition to customary board work, board members shall be able to receive consultancy fees on a market basis.
Neural AB also proposes that audit fees shall be paid in accordance with approved invoices in accordance with customary billing standards.
Item 11 - Election of board members and any deputy board members, auditors and any deputy auditors or registered auditing firm
Neural AB proposes re-election of the board members Ivan Jorkovic, Goran Dubravcic, Mats Lundwall, Petter Björquist, John Moore and Peter Egelberg. Neural AB proposes that the board of directors shall elect the chairman of the board from among its members. Information about the board members can be found on the Company's website, www.phiab.com.
Neural AB proposes re-election of the auditing firm Forvis Mazars AB for the period until the next annual general meeting. Forvis Mazars AB has announced that the authorised auditor Anders Persson will be appointed as auditor in charge.
Available documents
The annual report, the auditor's report, complete proposals for decision and proxy forms will be available on the Company's website, www.phiab.com, and at the Company's office, in accordance with applicable regulations. The documents will be sent upon request to shareholders who state their postal address.
Information at the general meeting
Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) on circumstances that may affect the assessment of an item on the agenda or the assessment of the Company's financial situation.
Processing of personal data
For information on how your personal data is processed in connection with the general meeting, see:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Lund in December 2024
Phase Holographic Imaging PHI AB (publ)
THE BOARD OF DIRECTORS
For additional information, please contact:
Anders Månsson
E-mail: ir@phiab.com
Web: www.phiab.com – Live cell imaging & analysis
About PHI
Phase Holographic Imaging (PHI) is a medical technology company that develops and markets its non-invasive time-lapse imaging instruments for long-term quantitative analysis of living cells. The foundation of PHI’s current commercial HoloMonitor® products is Quantitative Phase Imaging (QPI) technology — an innovative approach to cell quality evaluation. QPI offers detailed analysis of cell characteristics without harming the cells, avoiding the limitations of traditional measurement methods. PHI is actively focusing on business development to expand from pre-clinical research to the clinical market and the emerging regenerative medicine field. PHI envisions transforming live cell analysis and establishing QPI as a standard for cell quality control, making future cell therapies safe, affordable, and accessible for patients. PHI is based in Lund, Sweden, Boston, MA and Winston-Salem, NC.