Notice to Annual General Meeting in ODI Pharma AB (publ)
This is an unofficial translation of a notice to the Annual General Meeting in ODI Pharma AB (publ), originally drafted in Swedish. In case of any discrepancies between the Swedish original and this translation, the Swedish version shall prevail.
The shareholders of ODI Pharma AB (publ), 559223–1392, are hereby invited to attend the Annual General Meeting on Monday, the 14th of December 2020 at 10.00 at Engelbrektsgatan 9-11 in Stockholm.
Right to participate and registration
Shareholders who wish to attend the Annual General Meeting shall
be included in the Euroclear Sweden AB share no later than Friday the 4th of December 2020 and should sign up to the company no later than Tuesday the 8th of December 2020, by e-mail to firstname.lastname@example.org. The notification should state the full name, personal or corporate identity number, shareholding, address, daytime telephone number and, if applicable, information about the deputy or assistant (maximum 2) must be provided. The application should, where appropriate, be accompanied by proxies, registration certificates, and other authorization documents.
Shareholders who have their shares management registered, through a bank or other management, must, in order to be entitled to participate in the Annual General Meeting, temporarily register the shares in their own name with Euroclear Sweden AB. Re-registration must be completed no later than Tuesday the 8th of December 2020, where it is required that shareholders who wish such re-registration must notify the management of this well in advance of the said date.
If shareholders are to be represented by a proxy, the proxy must have written, dated, and signed by the shareholder authorized by the shareholder. The power of attorney may not be older than five years. If the power of attorney is issued by a legal person, the representative must also include the current registration certificate or equivalent authorization document for the legal person. To facilitate entry, a copy of the authorization and other authorization documents should be enclosed with the notification to the meeting. Proxy forms are kept available on the company's website www.odipharma.com and sent by post to shareholders who contact the company and state their address.
1. The meeting opens;
2. Election of a chairman of the meeting;
3. Preparation and approval of voting list;
4. Approval of the agenda;
5. Election of one or two persons to attest the minutes, where applicable;
6. Determination of whether the meeting was duly convened;
7. Speech by the CEO;
8. Presentation of the annual report and auditor’s report;
9. Resolutions regarding
a. adoption of the income statement and the balance sheet and;
b. allocation of the company’s profit or loss according to the adopted balance sheet;
c. discharge from liability for board members and the managing director;
10. Determination of the number of members in the board of directors, alternate members, and the number of auditors and alternate auditors;
11. Determination of fees for members of the board of directors and auditors;
12. Election of the board of directors and accounting firm or auditors;
13. Decision to amend the Articles of Association;
14. The Annual General Meeting closes.
Decision proposals in brief:
Allocation of the company’s profit or loss (paragraph 9b)
The Board of Directors proposes to the Annual General Meeting to dispose of the company's results according to the Board's proposal in the annual report. The Board also proposes that no dividend be paid for the financial year 2020.
Determination of fees for members of the board of directors and auditors (paragraph 11)
Shareholders of the company have announced that they propose that board remuneration should amount to 100,000 SEK for the Chairman of the board Volker Wiederrich, and 100,000 SEK each for board members Derek Simmross and Karina Kilinski. Additionally, it is proposed that board remuneration should amount to 75,000 SEK for the board member Gösta Lidén.
Furthermore, the Board of Directors has proposed that an auditor and no deputy auditor should be appointed and that auditors' fees should be paid according to approved invoice in accordance with customary charging standards.
Election of the board of directors and accounting firm or auditor (paragraph 12)
Shareholders of the company propose that Derek Simmross, Karina Kilinski och Gösta Lidén are re-elected as ordinary board members. It is proposed to re-elect Volker Wiederrich as Chairman of the Board. Furthermore, the Board of Directors has proposed that the company's audit firm Örhlings PricewaterhouseCoopers with auditor-in-charge Johan Engstam shall be re-elected until the end of the Annual General Meeting that will be held next financial year.
Resolvement to amend the Articles of Association (paragraph 13)
The Board of Directors proposes that the annual general meeting resolves that the articles of association according to below:
§3 Objects of the company
Bolaget ska direkt eller indirekt genom dotterbolag bedriva produktion av läkemedel och medicinska produkter och därmed förenlig verksamhet. Bolaget ska också genomföra styrning av sina dotterbolag. Bolaget ska även förvalta fast egendom.
The Company shall directly or indirectly through its subsidiaries carry out operations within production of pharmaceuticals and medical products, and related activities. The Company shall also carry out governance of its subsidiaries. The Company shall also manage related properties
§3 Objects of the company
Bolaget ska direkt eller indirekt genom dotterbolag bedriva produktion av läkemedel och medicinska produkter och produktion av förpackade konsumentprodukter relaterade till dessa läkemedel och medicinska produkter, och därmed förenlig verksamhet. Bolaget ska också genomföra styrning av sina dotterbolag. Bolaget ska även förvalta fast egendom.
The Company shall directly or indirectly through its subsidiaries carry out operations within production of pharmaceuticals and medical products and production of consumer packaged goods related to those pharmaceutical and medical products, and related activities. The Company shall also carry out governance of its subsidiaries. The Company shall also manage related properties.
For a valid resolvement, the proposal is required to be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Personal data retrieved from notification of participation at the meeting and information about deputies, representatives and assistants will be used for registration, preparation of the voting list for the meeting and, if applicable, minutes of the meeting.
The annual report, as well as the auditor's report for the company and the group, as well as complete proposals for decisions and proxy forms, will be available at the company's office at Engelbrektsgatan 9-11 in Stockholm as well as on the Company’s website (www.odipharma.com) three weeks prior to the Annual General Meeting and will be sent to the shareholders who request it and state their postal address.
Shareholders who are present at the Annual General Meeting have the right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005: 551).
Stockholm in November 2020
ODI Pharma AB (publ)
For more information on ODI Pharma, please contact:
Derek Simmross, CEO, ODI Pharma AB
ODI Pharma AB
ODI Pharma, based on its European network, subsidiaries and affiliates, is a producer of finished pharmaceutical cannabis products with a focus on distribution to the medical cannabis market in Europe through its subsidiary ODI Pharma Polska Sp. z o.o. ODI Pharma intends to provide a high-quality product at a competitive price compared to competitors in Poland, thereby becoming the number one provider of medical cannabis in Poland. ODI Pharma also strives to be on the forefront of understanding the medical applications of the product as well as introducing new, innovative products to the European patients in need. The Company will continue to team up with the most knowledgeable and best renown partners in the industry to achieve its goals.