Notice to attend the annual general meeting of SyntheticMR AB (publ)
The shareholders of SyntheticMR AB (publ), corporate Reg. No. 556723-8877, are hereby invited to attend the annual general meeting on Tuesday 21 May 2024, at 18:00 CET at the company's premises on Storgatan 11 in Linköping.
Right to attend the general meeting
Shareholders who wish to attend the general meeting must:
- be registered as a shareholder in share register maintained by Euroclear Sweden AB on the record date, Monday 13 May 2024, and
- no later than Wednesday 15 May 2024 at 16:00 CET notify the company of its and any assistants' (no more than two) intention to attend the general meeting by:
-
- e-mail to info@syntheticmr.se (please state "Registration AGM SyntheticMR AB"),
- post to SyntheticMR AB (publ), Storgatan 11, SE-582 23 Linköping (mark the envelope "Registration AGM SyntheticMR AB"), or
- phone 070-619 21 00.
In the notification, shareholders must state their complete name, civil registration number / corporate identity number, address, telephone number (daytime), the number of shares represented and any possible proxies, assistants and representatives participating. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, shall be appended to the notification.
Proxy, power of attorney, etc.
We encourage shareholders to coordinate with any representatives and contact the company regarding the same at the telephone number as set out above for the notification.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, however no more than five years. A copy of the original proxy and, where applicable, the registration certificate or other authorization documents, shall be submitted to the company by mail at the address set forth above and be at the company’s disposal no later than on Wednesday 15 May 2024. The original proxy and, where applicable, the registration certificate or other authorization documents, shall also be evidenced at the general meeting.
Proxy form is available for download at www.syntheticmr.com. When ordering a power of attorney form, the same address and telephone number as the registration apply. The shareholders cannot vote or otherwise participate in the general meeting remotely.
Nominee-registered shares
Shareholders who have their shares registered with a nominee must, in order to have the right to participate in the general meeting, in addition to provide its notification to attend the general meeting as set out above, request to be temporarily included in the share register at Euroclear Sweden AB in their own name. Such registration, so-called voting registration, must be completed no later than Monday 13 May 2024, which means that shareholders must inform the nominee well in advance of this date.
Proposed agenda
1. Opening of the annual general meeting.
2. Election of chair of the meeting.
3. Preparation and approval of voting list.
4. Election of one or two persons to verify minutes.
5. Approval of agenda.
6. Determination of whether the meeting was duly convened.
7. Presentation of the annual report and audit report for 2023.
8. Statement by the managing director.
9. Resolution on:
a) adoption of the income statement and the balance sheet for 2023,
b) allocations of the company's profit according to the adopted balance sheet for 2023, and
c) discharge from liability for the members of the board of directors and the managing director for 2023.
10. Determination of the number of board members and deputies.
11. Determination of the remuneration to be paid to the board of directors and the auditor.
12. Election of board members and deputies.
13. Election of auditor.
14. Resolution on nomination committee.
15. Resolution on changes to Incentive Program TO 3
16. Conclusion of the annual general meeting.
Proposal from the nomination committee
The nomination committee has included Fredrik Persson (Nortal Investments AB, chair of the nomination committee), Marcel Warntjes (Marcel Warntjes) and David Zetterlund (David Zetterlund).
Motions
Item 2 Election of chair of the general meeting.
It is proposed that Staffan Persson is appointed as chair of the general meeting.
Item 10 Resolution on determination of the number of board members and deputies.
It is proposed that the board of directors shall consist of five board members and no deputies for the period until the end of the next annual general meeting.
Item 11 Resolution on determination of remuneration to the board of directors and auditor
It is proposed that the remuneration to the board of directors shall remain unchanged and be paid in the amount of SEK 150,000 to board members who are not employees or consultants in the company, and SEK 350,000 to the chair of the board.
The company is responsible for all board members' direct travel expenses. For board members residing outside Sweden, a travel fee of EUR 1,200 per physical board meeting is also paid.
Remuneration to the company's auditor is proposed to be paid in accordance with the current approved invoice.
Item 12 Election of the board of directors
It is proposed that the board of directors shall consist of five ordinary members and no deputies. Dr. Johanna Fälting and Gisli Hennermark are proposed to be new-elected as members of the Board. It is proposed that the Board members Ann-Christine Sundell, Staffan Persson and Jan Bertus Marten Warntjes be re-elected. Staffan Persson is proposed as the new Chairman of the Board. Petra Apell and Johan Sedihn have declined re-election.
With regard to relationships of dependence, the nomination committee makes the following assessment: All members apart from Jan Bertus Marten Warntjes are considered independent in relation to the company and its management. All members except Staffan Persson are considered independent in relation to owners holding more than ten percent of the total number of votes and shares.
Dr. Johanna Fälting, born 1972, PhD in Physiology and a Master of Science at Stockholm University. Johanna is Chief Research Officer at BioArctic and has held various leading positions within BioArctic for the past eleven years. Prior to that, she was in AstraZeneca's R&D department. She has over 20 years of experience in drug development in research and development in the global pharmaceutical industry and biotechnology.
Gisli Hennermark, born 1972, holds a Master of Science in Economics and Business Administration from the Stockholm School of Economics. Gisli has been CEO of Surgical Science for the past eight years. Gisli has an entrepreneurial background and ran his own company for ten years, which was later sold. In addition, he has held leading positions within Business Sweden and experience as a management consultant at Arthur D. Little.
Item 13 Election of the auditor
Proposal for the new-election of the registered accounting firm Earnst & Young AB as auditor until the end of the next annual general meeting. Earnst & Young AB has announced that they intend that Clas Tegidius will be the main auditor for SyntheticMR AB.
Item 14 Resolution on the nomination committee
It is proposed that the annual general meeting instructs the chair of the board to contact the three largest shareholders (hereby both registered shareholders and nominee-registered shareholders) in accordance with Euroclear Sweden AB's printout of the share register as of 30 September 2024. Each such shareholder or group of shareholders shall have the opportunity to appoint a representative to be member of the nomination committee for the period until the new nomination committee has been appointed according to the mandate from the next annual general meeting. In addition, the members of the nomination committee shall have the right to deputize the chair of the board to the nomination committee, if deemed desirable.
In the event that one of the three largest shareholders do not wish to appoint such a representative, the fourth largest shareholder shall be asked and so on until the nomination committee consists of three members (deputy chair of the board not included). However, if several shareholders waive their right to appoint a member to the nomination committee, no more than the ten largest shareholders need to be asked.
The majority of the members of the nomination committee must be independent in relation to the company and the company management. At least one of the nomination committee's members must be independent in relation to the largest shareholder in the company in terms of voting rights. The managing director or other person from the company management should not be a member of the nomination committee. Board members may be included in the nomination committee but shall not constitute a majority of its members. If more than one board member is a member of the nomination committee, at most one of them may be dependent on the company's larger shareholders, which represents more than ten percent of the total number of shares.
The nomination committee appoints the chair of the committee. The member representing the largest owner shall be appointed as chair of the committee unless the members of the nomination committee agree otherwise.
The composition of the nomination committee must be announced no later than six months before the next annual general meeting for 2025 on the company's website. If a member leaves the nomination committee before its work is completed and if the nomination committee considers that there is a need to replace this member, the nomination committee shall appoint a new member according to the principles above, but based on Euroclear Sweden AB's printing of the share book as soon as possible after the member has left his position. Changes in the composition of the nomination committee shall be announced immediately. No fees shall be paid to the members for their work in the nomination committee. If necessary, the company should be able to bear reasonable costs for the work of the nomination committee.
The nomination committee shall submit proposals to the chair of the board and other board members as well as fees and other remuneration for board of directors' assignments to each of the board members. The nomination committee shall also submit proposals for the election and remuneration of the auditor, the chair of the annual general meeting and principles for the appointment of the nomination committee for the next annual general meeting.
Proposal for resolutions from the board of directors
Item 9 b Resolution on disposals of the company's profit according to the established balance sheet for 2023
The board of directors proposes to the annual general meeting that no dividend is paid. The capitalized funds of SEK 91,016,542, including the share premium reserve and retained earnings, are transferred in new accounts.
Item 15 Resolution on changes to Incentive Program TO 3
The board of directors of SyntheticMR AB (publ) proposes that the annual general meeting resolves on changes to Incentive Program TO 3 which was adopted by the extraordinary general meeting held on 20 February 2024, and on the issuance of warrants to implement such changes, as set forth below.
The intended participant is no longer employed by the group. No warrants comprised by Incentive Program TO 3 have been subscribed and the board of directors deems it appropriate to utilize Incentive Program TO 3 to instead incentivize the President of its U.S. subsidiary. The board therefore proposes that the annual general meeting resolves to change Incentive Program TO 3 to the effect that the program shall instead be directed to the President of the company’s U.S. subsidiary. Other terms of Incentive Program TO 3 shall remain unchanged (noting however that subscription of the warrants to be issued under the issue resolution set forth below, replacing the warrants already issued, shall occur following the annual general meeting and at the latest on 30 June 2024).
For further information regarding the rationale of the program, an estimated market value of the warrants, dilutive effects, estimated costs, and other terms and conditions for the incentive program including with respect to the warrant agreement to govern the participant’s holding of warrants, please refer to the board’s proposal for the decision on Incentive Program TO 3 under item 8 in the notice to attend the extraordinary general meeting held on 20 February 2024, available at the company’s website https://SyntheticMR.com/investors/corporate-governance/.
Issuance of warrants
The company shall issue a maximum of 150,000 warrants of series TO 3, each entitling the holder to subscribe for one (1) new share in the company with a quota value of SEK 0.0222 per share (at the time of this proposal). In the event that all warrants of series TO 3 are subscribed and exercised, the share capital may increase by a maximum of SEK 3,330 (subject to potential adjustments in accordance with the terms and conditions of the warrants). The right to subscribe for the warrants shall, with deviation from the shareholders' pre-emptive rights, only belong to the President of the company’s U.S. subsidiary (U.S. tax resident). The warrants shall be issued free of charge. The reason for deviating from the pre-emptive rights of the shareholders is that the warrants are intended to be used within the context of the revised incentive program. Subscription of warrants shall be made by subscription on a subscription list during the period from and including the date of the annual shareholders' meeting’s issue resolution until and including 30 June 2024. The board shall have the right to prolong the subscription period. Subscription for new shares with support of the warrants may be made from the earlier of the day following the announcement of the company's annual financial statement for the financial year 2026 and 1 April 2027, but no earlier than 1 February 2027, and no later than 30 June 2027 at a subscription price per new share of SEK 36.60 (corresponding to 140 percent of the average volume-weighted trading price during the period from 21 February 2024 until and including 5 March 2024).
The warrants shall also be subject to the terms and conditions set forth in the board of directors’ complete proposal.
Preparation
The proposal has been prepared by the company's board of directors in consultation with legal advisors and major shareholders. The board has subsequently decided to present this proposal for decision at the annual general meeting.
Special Authorization
The board, the chairman of the board, or the person appointed by the board, shall have the right to make minor adjustments to the above proposal that may prove necessary in connection with the registration of the above resolution with the Swedish Companies Registration Office and any Euroclear Sweden registration of the warrants.
Majority Requirement
The resolution is subject to Chapter 16 of the Companies Act and requires the support of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the annual general meeting.
Number of shares and votes
Upon publication of this notice, the total number of shares and votes in the company amount to 41,688,280. The company does not hold any own shares.
Documents etc.
Copies of the annual report and the auditor's report regarding the financial year 2023 will be available no later than three weeks prior to the annual general meeting. The stated documents will be available on the company's website, https://syntheticmr.com/investors/corporate-governance/, at the company at its address at Storgatan 11, SE-582 23 Linköping, and will be sent to the shareholders who request it and state their postal or email address. To order the documents, the same address, e-mail address and telephone number can be used as for registration to the annual general meeting, see above.
Shareholders are reminded of their right to request disclosure under Chapter 7, Section 32, of the Companies Act.
Personal data
The personal data collected from the share register, notification of participation in the annual general meeting and information about proxies and assistants will be used for registration, preparation of voting length for the annual general meeting and, where applicable, minutes of the meeting. For information on how your personal data is processed, please refer to the privacy policy available on the website of Euroclear Sweden AB:
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Linköping April 2024
SyntheticMR AB (publ)