Notice of Annual General Meeting in Prostatype Genomics AB and invitation to virtual information meeting

NOTICE OF ANNUAL GENERAL MEETING IN PROSTATYPE GENOMICS AB (PUBL)

The shareholders in Prostatype Genomics AB (publ) reg. no. 556726-0285 (the “Company”) are hereby convened to the annual general meeting on Wednesday 16 June 2021. In light of the risk of the spread of coronavirus and the authorities’ regulations/advice regarding the avoidance of gatherings, the board of directors has decided that the general meeting will be conducted without physical presence, by shareholders exercising their voting rights by postal voting only. Thus, no physical gathering will be held.

Notice etc.

Shareholders who wish to participate at the annual general meeting must:

• on Tuesday 8 June 2021, be registered in the share register kept by Euroclear Sweden AB (the record date), and
• register with the Company no later than Tuesday 15 June 2021 by submitting a postal voting form in accordance with the instructions below to be received by the Company no later than Tuesday 15 June 2021.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee must, in order to exercise the right to vote and participate in the general meeting, register with the Company and temporarily re-register the shares in their own name (so called voting registration) with Euroclear Sweden so that the shareholder is included in the shareholders’ register kept by Euroclear Sweden on Tuesday 8 June 2021. Shareholders are therefore advised to request such registration of the shares well in advance of this date. Voting registration requested by shareholders in such time that the registration has been completed by the nominee no later than Thursday 10 June 2021 will be taken into account in the preparation of the shareholders’ register. Shareholders have no right to postal vote if re-registration does not take place in time.

Postal voting

Shareholders exercise their voting rights only by voting in advance (postal voting) in accordance with Section 22 of the Swedish Act on Temporary Exemptions to Facilitate the Executions of General Meetings in Companies and Associations (2020:198). A special form must be used for postal voting, which is available on the Company’s website www.prostatypegenomics.com and at the Company’s office. No separate registration is required; a completed and signed postal voting form is valid as registration to participate in the general meeting.

The completed form shall be sent to the company via e-mail to michaela.larsson@lindahl.se or be posted to Advokatfirman Lindahl KB, Box 1203, 751 42 Uppsala. Mark the envelope “Prostatype Genomics AB”. In order to qualify as a valid registration, completed forms must be received by the Company no later than Tuesday 15 June 2021. If the shareholder is a legal entity or votes in advance by proxy the instructions under section “Proxy” must be adhered to.

If the shareholder is a legal entity, proof of registration or equivalent document for the legal entity shall be enclosed with the form.

Shareholders may not state instructions or conditions to voting in advance. Voting forms will be deemed invalid if this happens. Shareholders may, however, in the voting form request that decisions in one or more of the matters raised in the proposed agenda be postponed to a so-called continued general meeting, which may not be held solely by postal voting. Such a continued general meeting for a resolution in a specific matter shall take place if the meeting decides on it or if the owner of at least one tenth of all shares in the Company so requests. Additional instructions are provided on the postal voting form.

Information regarding the decisions adopted by the general meeting will be published on 16 June 2021 as soon as the outcome of the postal voting has been compiled.

Proxy

Shareholders who are represented by a proxy must issue a written and dated power of attorney for the proxy. The power of attorney must not be issued earlier than five years before the date of the general meeting. The proxy in original and proof of registration and other authorisation documents for a legal person shall be sent to the Company together with the postal voting form at the above address. The Company provides a power of attorney form available upon request and it is also available on the Company’s website, www.prostatypegenomics.com.

Digital information meeting

In the light of that the annual general meeting will be held without physical presence, a digital information meeting will be held at 14.00, Tuesday 1 June 2021, where a customary presentation will be presented by the Company’s CEO Fredrik Persson. Representatives from the board of directors will also be available at this meeting. During the meeting, participating shareholders will also have the opportunity to ask questions to the Company. Shareholders who wish to attend this information meeting are requested to send an e-mail to info@prostatypegenomics.com. A link to the meeting will sent out to shareholders who expressed an interest in participating.

Number of shares and votes

As of the date of this notice, there are a total of 13,186,870 shares and votes in the Company.

Proposed agenda

1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Approval of the agenda
5. Determination as to whether the meeting has been duly convened
6. Presentation of the annual report and the auditor’s report
7. Resolutions on:

1. the adoption of the income statement and the balance sheet,
2. allocation of the Company’s result according to the adopted balance sheet, and
3. discharge from liability for each of the members of the board of directors and the managing director

8. Resolution on the number of members of the board of directors and deputy members of the board of directors
9. Determination of remuneration to the board of directors and the auditor
10. Election of members of the board of directors, chairman of the board of directors and deputy members of the board of directors, if any
11. Election of auditor
12. Resolution on the nomination committee for the next annual general meeting
13. Resolution on a general authorisation to the board of directors
14. Closing of the general meeting

Proposals to resolutions

Item 1 – Election of chairman of the general meeting

The board of directors proposes that Mattias Prage, lawyer at Advokatfirman Lindahl KB, is elected as chairman of the general meeting. Michaela Larsson, associate at Advokatfirman Lindahl KB, is proposed to be elected as keeper of the minutes.

Item 2 – Preparation and approval of the voting list

Since shareholders exercise their right to vote through postal voting, it will not be possible to obtain the general meeting’s approval of the voting list. Therefore, the board of directors proposes that the voting list is prepared and approved by the chairman of the general meeting.

Item 3 – Election of one or two persons to verify the minutes of the meeting

The board of directors proposes that Anders Liljeblad, or Staffan Ek in the event Anders Liljeblad is prevented, is proposed to verify the minutes. The person verifying the minutes shall, in addition to approving the minutes, check the voting list and that the results of received votes are correctly reflected in the minutes.

Item 7b) – Allocation of the Company’s result according to the adopted balance sheet

The board of directors proposes that no dividends shall be paid for the financial year 2020 and that the Company’s result is carried forward to a new account.

Item 8 – Resolution on the number of members of the board of directors and deputy members of the board of directors

The board of directors proposes that the board of directors shall consist of four (4) directors, without any deputy members.

Item 9 – Determination of remuneration to the board of directors and the auditor

The board of directors proposes that the annual general meeting determines that remuneration shall be paid to the chairman with SEK 150,000 and to other members of the board of directors with SEK 75,000, unless the member in question is not prevented from receiving such remuneration due to the applicable guidelines of the member's employer.

Furthermore, the board of directors proposes that remuneration to the auditor is paid according to approved invoice.

Item 10 – Election of members of the board of directors, chairman of the board of directors and deputy members of the board of directors, if any

The board of directors proposes re-election of Anders Lundberg, Michael Häggman, Karlheinz Schmelig and Håkan Englund as members of the board of directors. It is proposed that Anders Lundberg is elected as chairman of the board of directors.

Christoph Petry is not available for re-election.

Item 11 – Election of auditor

The board of directors proposes that Grant Thornton Sweden AB is re-appointed as auditor of the Company, with Anders Meyer as chief auditor

Item 12 – Resolution on the nomination committee for the next annual general meeting

The board of directors proposes that the annual general meeting resolves to establish a nomination committee for the annual general meeting 2022, which is to be appointed according to the following principles.

The board’s chairperson is mandated by the general meeting to contact the three largest shareholders in terms of voting power according to Euroclear Sweden AB’s transcription of the share register as per 30 September 2021, each of them appointing a member of the nomination committee. In the event that any of the three largest shareholders does not wish to appoint a member of the nomination committee the fourth largest shareholders will be approached, and so forth, until the nomination committee consists of three members. The members of the Nomination Committee shall be published on the Company's website no later than six months before the next annual general meeting.

The term of office for members appointed to the nomination committee shall run until a new nomination committee has been appointed following the mandate from the next annual general meeting.

The nomination committee appoints the chairperson of the committee. The chairperson of the board or another board member shall not be the chairperson of the nomination committee.

If a member leaves the nomination committee before its work is completed and the nomination committee considers that there is a need for replacing this member, the nomination committee shall appoint a new member in accordance with the principles described above, but based on Euroclear Sweden AB’s transcription of the share register as soon as possible after the member left the nomination committee. Any change in the composition of the nomination committee shall be announced immediately.

No remuneration shall be paid to the members of the Nomination Committee.

The nomination committee shall prepare and present proposals regarding the following items for the annual general meeting 2022.

1. Election of the chairman of the board of directors;
2. Resolution on the number of board members, 
3. Resolution on the fees and other remuneration to the board of directors and its committees, divided between the chairperson and other members,
4. Resolution on the fees to the auditors,
5. Election of board members and chairperson of the board,
6. Election of auditors, and
7. Proposal for principles for the composition and instructions regarding work of the nomination committee in preparation for the annual general meeting 2023.

Item 13 – Resolution on a general authorisation to the board of directors

The board of directors proposes that the annual general meeting authorises the board of directors, for the time until the next annual general meeting, whether on one or several occasions, to increase the Company’s share capital with an amount that corresponds to twenty (20) percent of the Company’s registered share capital at the time of the first utilisation of the authorisation. The board of directors shall be entitled to resolve on issues of shares, warrants and/or convertible instruments with or without deviation from the shareholders’ pre-emption rights and/or by an issue in kind or by way of set-off.

An issue in accordance with this authorisation shall be on market conditions. The board of directors shall be authorised to decide on the terms and conditions regarding issues under this authorisation and and what persons shall be entitled to subscribe for the shares, warrants and/or convertible instruments. The reason to propose that the board of directors shall be authorised to resolve on issues with deviation from the shareholders’ pre-emption rights and/or to resolve on issues in kind or by way of set-off, is that the Company shall be able to issue shares, warrants and/or convertible instruments in order to raise capital to the Company, carry out strategically motivated collaborations or in connection with acquisitions of companies or businesses by carrying out directed issues in order to strengthen the Company's financial position.

The CEO shall have the right to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

Majority requirements

Resolutions in accordance with item 14 (authorisation) above requires, for its validity, that a minimum of two thirds of both the votes cast and the shares represented at the general meeting.

Handling of personal data

For information regarding the processing of your personal data, please refer to https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy_for_deltagare_pa_bolagsstammor_20181023.pdf

Questions to the board of directors and the managing director

The board of directors and the managing director shall, up request by any shareholder, and where the board of directors believes that such may take place without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company’s financial position. Requests for such information shall be made in writing no later than ten days before the general meeting, i.e. no later than 6 June 2021, to the address Industrivägen 19, 171 48 Solna or through e-mail to info@prostatypegenomics.com. The information is provided by the Company by making it available on the Company’s website and at the Company’s office no later than on Friday 11 June 2021. The information will also be sent to shareholders who have requested it and stated their address. Shareholders are also given the opportunity to ask these questions to the Company at the digital information meeting described in more detail above.  

Documents

The annual report and the auditor’s report as well as other documents according to the Swedish Companies Act will be held available at the Company’s office (Industrivägen 19, Solna) and at the Company’s website www.prostatypegenomics.com, no later than three weeks before the meeting, i.e. not later than Wednesday 26 May 2021. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address.

Solna in May 2021

Prostatype Genomics AB (publ)The board of directors

The English version is for convenience only. The Swedish version prevails in the event of any inconsistency

Media enquiries:
fredrik.persson@prostatypegenomics.com

Certified Advisor

Svensk Kapitalmarknadsgranskning AB, 011-32 30 732, ca@skmg.se