The shareholders of
Right to participate and notice
A shareholder who wishes to participate in the meeting must:
- be recorded in the share register maintained by
Euroclear Sweden AB relating to the circumstances on Wednesday,3 May 2023 , and
- notify the company of their intention to participate in the meeting not later than Friday,
5 May 2023 . The notification shall be made by regular mail toModus Therapeutics Holding AB (publ),Olof Palmes gata 29 IV, SE-111 22 Stockholm. Notification may also be made by e-mail to claes.lindblad@modustx.com. The notification shall set forth name, social security number or company registration number, number of shares, address, daytime telephone number and, where applicable, the number of advisors (maximum two) that will accompany the shareholder at the meeting.
Nominee-registered shares
A shareholder whose shares are nominee registered with a bank or other nominee must, in order to be entitled to participate at the meeting, re-register the shares in their own name so the shareholder is entered into the share register by Wednesday,
Proxy etc.
Shareholder represented by a proxy shall issue a power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a registration certificate or the equivalent indicating the authorized signatories of the legal entity must be enclosed. The original power of attorney, and any registration certificate or the equivalent document, should be sent to the company so that it is received not later than Wednesday,
Proposed agenda:
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to approve the minutes of the meeting.
- Determination of whether the meeting was duly convened.
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the auditor’s report for the group.
- Resolution regarding
- the adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- allocation of the company’s results pursuant to the adopted balance sheet,
- discharge from liability of the board members and the managing director.
- Determination of the number of members and deputy members of the board of directors and the number of auditors and deputy auditors.
- Determination of remuneration for members of the board of directors and auditors.
- Election of the members of the board of directors and auditor.
- Resolution regarding the nomination committee.
- The board of directors’ proposal regarding resolution on share issue authorization.
- The board of directors’ proposal on approval of bridge financing.
- Closing of the annual general meeting.
Proposed resolutions in brief:
Resolution regarding the allocation of the company’s results (item 8 b)
The board of directors proposes that no dividend shall be distributed, and that the company’s accumulated results shall be carried forward.
The Nomination Committee’s proposal (item 2 and 9 – 11)
The Nomination Committee, consisting of
- that attorney at law
Amanda Knutsson is elected chairman of the annual general meeting; - that the number of board members shall be three without any deputy board members;
- that the number of auditors shall be one with no deputies;
- that no remuneration shall be paid to the board of directors;
- that remuneration to the auditor is proposed to be paid in accordance with approved invoices within the scope of tender;
- that
Viktor Drvota ,Ellen Donnelly andTorsten Goesch are re-elected as board members for the period until the end of the next annual general meeting; - that
Viktor Drvota is re-elected chairman of the board of directors; and - that Ernst & Young Aktiebolag is re-elected as auditor for the company for the period until the end of the next annual general meeting.
Information about the persons proposed to be re-elected as board members is set forth in the company’s annual report as well as on the company’s website, www.modustx.com.
Nomination committee (item 12)
The Nomination Committee proposes that the annual general meeting assigns the chairman of the board the task of convening a Nomination Committee, based on the ownership structure at the end of
- election of a chairman at the meeting,
- election of the chairman and other members of the board,
- board remuneration divided between the chairman and other members and remuneration to members of the board’s committees,
- election of an auditor, any deputy auditor and remuneration,
- new principles for the appointment of the Nomination Committee and instructions for the Nomination Committee´s work (if applicable).
Share issue authorization (item 13)
The board of directors proposes that the annual general meeting resolves to grant authorization to the board, for a period that does not extend past the date of the next annual general meeting, on one or several occasions, with or without pre-emptive rights for the shareholders, to resolve on the issue of new shares, convertibles and/or warrants. It shall also be possible to make such an issue resolution stipulating in-kind payment, the right to offset debt or other conditions.
The purpose of the authorization is to enable the financing, commercialization and development of the company’s projects and to provide flexibility in commercial negotiations.
Bridge financing (item 14)
On
In
Accordingly, the board of directors proposes that the annual general meeting approves the new bridge financing facility. The resolution must be supported by more than half of the votes cast, whereby shares held by
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Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Modus Therapeutics Holding’s AB (publ) corporate registration number is 556851-9523 and its registered office is in
Other
The annual report together with the auditor’s report for the company as well as other complete resolution proposals will be held available at the company’s office at Olof Palmes gata 29 IV, 111 22 Stockholm, no later than three weeks before the annual general meeting and will be sent to shareholders who request it and state their postal address. Shareholders are reminded of their right to obtain information in accordance with Chapter 7 Section 32 of the Swedish Companies Act (2005: 551).
The Board of Directors
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