Admission to the Annual General Meeting begins at
Subject to availability and that the meeting so decides, non-shareholders are also welcomed to participate in the meeting without voting rights.
Registration and registration
Shareholders who wish to participate in the Annual General Meeting must:
** be entered in the shareholders register maintained by
** register with the company only on Tuesday
The notification must state full name, personal or corporate identity number, shareholding, address, daytime telephone number and, where applicable, information about deputy or assistant (no more than 2) must be provided. The notification shall be accompanied, where appropriate, by powers of attorney, certificates of registration and other documents of competence.
The Annual General Meeting will be held in Swedish.
Nominee-registered shares
In order to be entitled to participate in the meeting, a person who has had his or her shares registered in the name of a nominee must, through the nominee' s office, have the shares registered in his or her own name, so that he or she is registered in the share register maintained by
Agents, etc.
If a shareholder is to be represented by a proxy, the proxy must have a written, dated and signed power of attorney for the meeting. The power of attorney may not be older than one year, unless a longer period of validity (but no more than five years) has been specified on the power of attorney. If the power of attorney is issued by a legal entity, the representative must also include the current registration certificate or equivalent authorization documents for the legal entity. In order to facilitate entry, a copy of the power of attorney and other authorization document should be attached to the notification to the meeting. Proxy forms are available on the company's website www.dextechmedical.com and sent by mail to shareholders who contact the company and provide their address.
Agenda
1. Election of chairman of the meeting.
2. Preparation and approval of the electoral roll.
3. Approval for non-shareholders to attend the meeting.
4. Approval of the agenda.
5. Val by one or two persons to approve the Minutes together with the President.
6. Determination of whether the meeting has been duly convened .
7. CEO's speech and a presentation of the clinical situation by Professor
Chairman of the Board Andreas Segerros presents himself and his vision for the company as well as the company's establishment of an advisory board, which includes
8. Presentation of the annual report and auditor's report for the financial year 2021/2022.
9. Resolution on the establishment of the profit and loss account and balance sheet.
10. Resolution on the appropriation of the company's profit or loss in accordance with the adopted balance sheet.
11. Decision on discharge from liability for the members of the Board of Directors and the CEO.
12. Determination of the number of board members, deputy directors and, where applicable, of the number of auditors or auditing companies and any deputy auditors.
13. Determination of fees to the Board of Directors and the auditors .
14. Election of the Board of Directors and any deputy directors.
15. Election of auditors or auditing companies and any deputy auditors.
16. Shareholder's proposal for a decision on incentive programs.
17. Other matters that are the responsibility of the general meeting in accordance with the Swedish Companies Act or articles of association.
18. Closing of the meeting.
Proposal for a decision in brief
Determination of the number of board members and deputy directors (item 12)
According to the Articles of Association, the Board of Directors shall consist of a minimum of three and a maximum of seven members with a maximum of two deputies. Shareholders representing just over 60 percent of the total number of shares in the company have proposed that the number of board members should be five members and that no deputies be elected.
Determination of fees to the Board of Directors and auditors (item 13)
Shareholders representing just over 60% of the total number of shares in the company have proposed that board fees shall be paid in the amount of
Election of the Board of Directors (item 14)
Shareholders representing just over 60% of the total number of shares in the company have proposed that the following persons be elected as board members:
Re-election of Andreas Segerros,
Short presentation by
Background
Education
Graduate in business administration from Lund Universitet. MA in Economics from
Other ongoing assignments
Chairman of the Board of
Election of auditor (item 15)
Shareholders representing just over 60% of the total number of shares in the company have proposed the re-election of
The Board's proposal
Appropriation of the Company's earnings (item 10)
The funds at the disposal of the Annual General Meeting consist of profit for the year of
The Board of Directors proposes that the funds at the disposal of the Annual General Meeting of
Shareholders' proposal for resolution on incentive program (item 16)
The shareholder
- Number of warrants issued
The company shall issue a maximum of 1,109,152 warrants of series 2022/2025. Each warrant shall entitle the holder to subscribe for one (1) new share in the company.
- Subscription right
The right to subscribe for new warrants shall, with deviation from the shareholders' preferential rights, accrue to the persons, and with the distribution, set out below ("Option Holders"). Subscription and acquisition of warrants can also be made through own wholly owned companies.
Participant | Number of warrants |
554 576 | |
Andreas Segerros | 554 576 |
Warrant holders may subscribe for a maximum of the number of warrants stated above.
Warrant holders are not entitled to reassign the warrants that Option Holders subscribe for in accordance with this proposal.
3.Issued price
The warrants shall be issued at a price corresponding to an estimated market value of the warrants (option premium) using the Black & Scholes model as of
According to a preliminary calculation with Black & Scholes, the value is estimated at approximately
4.Subscription period
Subscription of the warrants shall be made by subscription on the subscription list during the period from
5. Period of use
Warrant holders have the right during the period from and including
6. Allocation decision
Allotment decisions are made as soon as possible after the end of the subscription period and are notified to subscribers around
7.Increase in share capital
The increase in the Company's share capital may, upon full exercise of the warrants, amount to a maximum of
8.Other terms
The warrants shall be exercisable at any earlier time as a result of merger, compulsory redemption of shares, liquidation, etc.
Shares that have been added as a result of new subscription carry the right to dividends for the first time on the record date for dividends that falls immediately after the new subscription has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register of
The warrants shall otherwise be subject to the terms and conditions set out in Appendix A.
9. Dilution effect
In the event that all warrants are exercised, the number of shares will increase by 1,109,152 shares. Based on the Company's current share capital, this corresponds to a dilution of not more than approximately 5.7 percent of the shares and votes. Reservations are made for such conversions as a result of issues, etc., which can be made under the terms of the warrants.
The CEO, or the person appointed by the Board of Directors, shall have the right to make such minor adjustments as may be required in connection with the registration of the decision with the
Reasons for proposals and reasons for deviation from the shareholders' preferential rights
The rationale for
Other outstanding warrants
The Company has no outstanding warrants.
Preparation
The proposal has been prepared by
Special authorization
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make such minor adjustments in the above-mentioned proposal as may prove necessary in connection with the registration of the above resolutions at the Swedish Companies Registration Office and any
Estimated costs
As the warrants are acquired at market value, the assessment is that no costs will arise for the company except for limited administrative costs. Therefore, no further measures have been taken to reduce costs for the company.
Majority requirement
The decision is covered by Chapter 16. the Swedish Companies Act and requires the assistance of shareholders with at least nine tenths both the votes cast, and the shares represented at the meeting.
Shares and votes
The company has a total of 18,485,857 shares and an equal number of votes.
Documents
The annual report and the auditor's report are available on the company's website www.dextechmedical.com.
__________________________
THE BOARD
For more information about DexTech, please contact:
Phone: +46 (0) 707104788
E-post: gosta.lundgren@dextechmedical.com
https://news.cision.com/dextech/r/welcome-to-the-annual-general-meeting-2022-in-dextech-medical-ab--publ-,c3638611
https://mb.cision.com/Main/11652/3638611/1632135.pdf
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