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, 13th of December 2021, at 10.00 in the office of the company at Östermalmstorg 1, 114 42 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 3rd of December 2021, and
· sign up to the company no later than Tuesday the 7th of December 2021, 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.
Nominee registered shares
A shareholder who has its shares registered with a nominee must, in order to be entitled to participate in the general meeting, have the shares registered in its own name through the nominee, so that the shareholder is registered in the share register kept by Euroclear Sweden AB on the record date of Friday the 3rd of December 2021. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's routines, request that the nominee make such voting rights registration. Registration of voting rights that have been requested by shareholders at such a time that the registration has been made by the relevant nominee no later than Tuesday the 7th of December 2021 will be taken into account in the production of the share register.
If a shareholder is to vote through a proxy, a written, dated and signed proxy by the shareholder must be provided at the Annual General Meeting. The proxy may not be older than one year, unless longer validity (maximum of five years) is stated in the proxy. A copy of the proxy should be provided and sent in with the registration to participate in advance to facilitate an easier passing at the Annual General Meeting. If the proxy is issued by a legal entity, the current registration certificate or equivalent authorization document for the legal entity must also be attached. Proxy forms are kept available on the company's website www.odipharma.com and will be sent by post to shareholders who contact the company and state their address.
The number of shares and votes
The number of outstanding shares and votes in the company amounts to 15,220,000 at the time of this notice. The company does not hold any of its own shares.
1. The meeting opens;
2. Election of a chairman of the meeting;
3. Preparation and approval of the voting register;
4. Approval of the agenda;
5. Election of one or two persons to attest the minutes;
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;
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 the auditors;
12. Election of the board of directors and accounting firm or auditors;
13. 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 2021.
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 75,500 SEK for the board member Gösta Lidén.
Furthermore, the Board of Directors has proposed that auditor’s 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 and Gösta Lidén are re-elected as ordinary board members. It is proposed to re-elect Volker Wiederrich as an ordinary board member and as Chairman of the Board. Furthermore, the Board of Directors has proposed that the company's audit firm Öhrlings PriceWaterhouseCoopers AB shall be re-elected until the end of the Annual General Meeting that will be held next financial year.
Personal information obtained from the share register kept by Euroclear Sweden AB, notification of participation in the meeting and information on deputies, proxies 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 Östermalmstorg 1 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). Requests for information in advance of the annual general meeting must be made in writing by email to email@example.com. The information is provided by being kept available at Östermalmstorg 1, 114 42 Stockholm and on the company’s website, www.odipharma.com, no later than two weeks after the request has been presented to the company, in such event that the requested information cannot be provided during the Annual General Meeting. The information will in such a case also be sent within the same time to the shareholder who has requested it and provided one’s address.
Stockholm in November 2021
ODI Pharma AB (publ)