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

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The shareholders in Prostatype Genomics AB (publ) reg. no. 556726-0285 (the “Company”) are hereby convened to the extraordinary general meeting on Thursday 7 December 2023 at 10 AM at the Company´s office on Gustaf III:s Boulevard 34, 169 73 Solna.

Right to participate in the general meeting

Shareholders who wish to participate at the extraordinary general meeting shall:

                    on Wednesday 29 November 2023 (the record date), be registered in the share register kept by Euroclear Sweden AB in their own names (not nominee-registered shares), and

                    notify the Company of his or her intention to attend the general meeting no later than Monday 4 December 2023. Notification shall be made via e-mail to michaela.larsson@lindahl.se or by post to the address Prostatype Genomics, c/o Advokatfirman Lindahl KB, att. Michaela Larsson, Box 1203, 751 42 Uppsala.

Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), address and telephone number, number of shares, details on advisors, if any, and where applicable, details on proxies.

Nominee-registered shares

Shareholders who have nominee-registered shares shall, in order to exercise their voting rights and participate in the meeting, register for the meeting, and temporarily register the shares in their own names with Euroclear Sweden (so-called voting rights registration), so that the person concerned is included in the share register kept by Euroclear Sweden as of the record date, i.e. Wednesday 29 November 2023. This means that shareholders need to notify the concerned trustee of their wish in this regard well in advance of this date. Voting rights registration requested by shareholders in such a time that the registration has been made by the relevant trustee no later than Friday 1 December 2023 will be taken into in the share register.

Proxy

Shareholders who wish to exercise their voting right by proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity needs to be attached. The power of attorney may be valid for a maximum of five years from issuance. The power of attorney in original (together with any authorization documents, such as registration certificate) should be sent well in advance of the meeting to the Company at the above address. The Company provides proxy forms upon request, and this is also available on the Company's website, www.prostatypegenomics.com. 

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. Determination as to whether the meeting has been duly convened
  5. Approval of the agenda
  6. Resolution on reduction of the share capital
  7. Resolution

a)      to amend the articles of association and

b)      on the subsequent approval of the board’s resolution regarding new issue of units

  1. Election of new member of the board of directors
  2. 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, is elected as chairman of the general meeting.

Item 6 – Resolution on reduction of the share capital

The board of directors proposes that the general meeting resolves on a reduction of the Company’s share capital by SEK 5,973,000.35. The reduction amount shall be allocated as non-restricted equity. This means that the share capital will be reduced from SEK 7,167,600.42 to SEK 1,194,600.07. As a result, the nominal value of the Company’s share will be reduced from SEK 0.06 per share to SEK 0.01 per share. The reduction of the share capital shall be carried out without the withdrawal of shares. The reason for the reduction is to obtain a more suitable share capital for the Company and to enable the rights issue in item 7b) below. The resolution in this item 6 is conditional on the general meeting resolving in accordance with the board's proposal in items 7a) and 7b) below.

It is noted an approval of the board’s resolution regarding the rights issue in accordance with item 7b) below implies that the share capital will be increased to the same extent as the reduction of the share capital in this item, which means that no approval from the Swedish Companies Registration Office is required.

Item 7 – Resolution a) to amend the articles of association and b) on the subsequent approval of the board’s resolution regarding the new issue of units

a) The board’s proposal for a resolution to amend the articles of association

In order to enable the new issue of units according to item b) below, the board proposes that the general meeting resolves that the limits of the articles of association for the number of shares are changed from a minimum of 100,000,000 and a maximum of 400,000,000 to a minimum of 600,000,000 and a maximum 2,400,000,000. § 5 of the articles of association are therefore proposed to read as follows:

Ҥ 5 Number of shares

The number of shares shall be not less than 600,000,000 and not more than 2,400,000,000.”

A resolution to amend the articles of association requires that the general meeting also resolves to approve the board's decision to issue units in accordance with item 7b) below and is therefore conditional upon such approval.

b) The subsequent approval of the board’s resolution regarding the new issue of units

On 7 November 2023, the board of directors resolved, subject to approval by the general meeting, on a new issue of not more than 119,460,007 so-called units with preferential rights for existing shareholders according to the conditions below. The board proposes that the general meeting approves the board´s resolution.

The board of directors of Prostatype Genomics AB (publ), corp. reg. no 556726-0285 (the “Company”) resolves, subject to approval by the general meeting, to increase the Company’s share capital with a maximum of SEK 16,724,400.98 (the new quota value –SEK 0.01 – after the proposed reduction is applied) of which not more than SEK 11,946,000.70 refers to an increase due to an issue of shares, and not more than SEK 4,778,400.28 refers to an increase due to an issue of warrants) through an issue of a maximum of 119,460,007 so-called units with preferential rights for existing shareholders according to the conditions below.

  1. Each unit consists of ten (10) shares and four (4) warrants of series TO3. This means that a maximum of 1,194,600,070 new shares and a maximum of 477,840,028 new warrants can be issued.
  2. The right to subscribe for units shall with preferential rights belong to those who, on the record date for the rights issue – 11 December 2023 – are recorded as shareholders of the Company, where one (1) existing share shall entitle to one (1) unit right.
  3. Should all units not be subscribed based on unit rights, the board shall resolve on the allocation of units without unit rights. Allocation will then be made in accordance to the following:

(i)             firstly, allocation without preferential rights shall be made to those who have also subscribed for units with unit rights, regardless if the subscriber was a shareholder on the record date or not, and, in case of oversubscription, pro rata in relation to the number of units subscribed for with unit rights;

(ii)           secondly, allocation of units subscribed for unit rights shall be made to those who have subscribed for units without unit rights, and, in the case of oversubscription, pro rata to the number of units subscribed for in the respective request, and insofar allocation cannot be done pro rata, allocation will be done by lots; and

(iii)         thirdly and lastly, allocation of units subscribed for without unit rights shall be made to those who have entered into guarantee undertakings, pro rata to the respective guarantee amount, and insofar allocation cannot be done pro rata, allocation will be done by lots.

  1. The record date for participation in the rights issue shall be 11 December 2023.
  2. Subscription of units based on unit rights shall be made by simultaneous cash payment during the period from and including 13 December 2023 to and including 27 December 2023. The board shall have the right to extend the subscription and payment period.
  3. Subscription of units without subscription rights shall be made on a separate subscription list during the same period, from and including 13 December 2023 to and including 27 December 2023. Payment for units that are subscribed without subscription rights shall be made by cash payment according to instruction on contract note, however not later than five (5) banking days from receipt of the contract note. The board shall have the right to extend the subscription and payment period.
  4. The units are issued at a subscription price of SEK 0.40 per unit, which corresponds to a subscription price of SEK 0.04 per share. The warrants are issued free of charge. If all units are subscribed and paid for, the Company will receive a total of SEK 47,784,002.80 before transaction costs (to avoid any misunderstanding: any liquidity for the subscription of warrants is not included in this amount).
  5. Each (1) warrant of series TO3 shall entitle to subscription of one (1) new share in the Company at a subscription price corresponding to 70 percent of the average volume-weighted share price of the Company’s share during the period from 5 April 2024 up to and including 19 April 2024, however, not less than the shares then current quota value. Subscription of shares with warrants of series TO3 shall take place during the period from 22 April 2024 up to and including 3 May 2024. The terms and conditions that shall apply for the warrants are attached in a separate document.
  6. The part of the subscription price that exceeds the quota value of the shares (both those issued in connection with the resolution and shares subscribed for with warrants) shall be added to the free premium fund.
  7. The new shares shall entail the right to dividend for the first time on the dividend record date that occurs closest after the new issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register kept by Euroclear Sweden AB. Shares subscribed for with warrants entitle to dividends for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
  8. The resolution on the rights issue requires an amendment of the articles of association and that the general meeting resolves on reduction of the share capital in accordance with the board’s proposal.

The CEO, or the person the board appoints, shall have the right to make the minor adjustments that may be required in connection with registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Item 8 – Election of new member of the board of directors

Election is proposed of Jörgen Dahlström as member of the board of directors for the time until the end of the next annual general meeting. Jörgen is born in 1969 and holds a master's degree in chemistry and a PhD in medicine from Uppsala University. He has extensive experience in companies within the life science industry and has held senior positions in both Swedish and international companies such as Svar Life Science AB, Molecular Partners AG, and Thermo Fisher Scientific ImmunoDiagnostic. Currently, Jörgen is the CEO of Mercodia AB.

Henrik Nilsson has announced to the nomination committee that he wish to leave the board of directors prematurely due to family reasons. Therefore, the nomination committee proposes that Henrik Nilsson is replaced by Jörgen Dahlström.At the annual general meeting on 1 June 2023, it was resolved regarding remuneration for the board of directors. No changes are proposed with respect to this resolution. However, the remuneration for the period until the next annual general meeting (2024) will be proportionate to the time Jörgen Dahlström holds the position.

 

Assuming Jörgen Dahlström is elected as member of the board of directors, the Company's board will consist of the following persons: Anders Lundberg (Chairman), Michael Häggman, Mattias Prage, Håkan Englund and Jörgen Dahlström.

Majority requirements

Since the general meeting’s approval of the board’s resolution to issue units (item 7 a)) requires amendment of the articles of association according to item 7 b), these two proposals shall be considered together. Such a resolution is valid only if it has been supported by shareholders representing not less than two-thirds of both the votes cast and the shares represented at the general meeting. The same majority also applies to the resolution according to item 6 (reduction of the share capital).

Number of shares and votes

There are a total of 119,460,007 shares and votes in the Company.

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 CEO

The Board the CEO must, if a shareholder requests it, and the Board considers that it can be done without significant damage to the Company, at the general meeting provide information about conditions that may affect the assessment of a matter on the agenda. A shareholder who wants to submit questions in advance is welcome to do so at the address Gustaf III:s Boulevard 34, 169 73 Solna, or via e-mail to info@prostatypegenomics.com.

Documents

The board's proposals for resolutions and documents according to chapter 13 and chapter 14 in the Swedish Companies Act is available on the Company's website www.prostatypegenomics.com and at the Company's office at Gustaf III:s Boulevard 34, 169 73 Solna. The documents are sent free of charge to shareholders who request it and who state their postal address.

 

Solna in November 2023

Prostatype Genomics AB (publ)

The board of directors

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