The shareholders of CombiGene AB (publ) reg. no. 556403-3818 (the “Company”) are hereby summoned to attend the Annual General Meeting (the “AGM”) on 25 May 2023 at 10:00 CEST at Fredersen Advokatbyrå’s premises at Birger Jarlsgatan 8, Stockholm. Registration starts at 09:30 CEST.
Right to participate
Shareholders that wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 16 May 2023 and shall have notified the Company of their intention to participate at the AGM no later than on 19 May 2023. Notice to participate shall be given in writing by e-mail to email@example.com or by post to CombiGene AB, c/o Fredersen Advokatbyrå AB, Turning Torso, 211 15 Malmö. The notice shall contain the shareholder’s name, personal identity number or registration number and telephone number and, where applicable, the number of advisors (maximum two).
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be effected no later than on 19 May 2023 and shareholders must, therefore, instruct their nominees well in advance thereof.
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the AGM. If the power of attorney and other documents of authority have not been provided in advance, these documents must be presented at the AGM. Power of attorney forms are available at the Company and on the Company’s website, www.combigene.com, and will be sent upon request to any shareholder who states their postal address.
Proposal of agenda
1. Opening of the AGM
2. Election of chairman of the AGM
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 as to whether the AGM has been duly convened
7. Statement by the CEO
8. Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
9. Resolution on
a) adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
b) allocation of the Company’s result according to the adopted balance sheet
c) discharge from liability for the Board members and the CEO
10. Resolution as to the number of Board members and auditors
11. Resolution on the remuneration to the Board of Directors and auditor
12. Election of Board members
11.1 Jonas Ekblom (re-election)
11.2 Peter Nilsson (re-election)
11.3 Per Lundin (re-election)
11.4 Gunilla Lundmark (re-election)
11.5 Malin Almgren (new election)
13. Election of chairman of the Board
Jonas Ekblom (new election)
14. Election of auditor
15. Resolution regarding principles for appointment of nomination committee
16. Resolution on authorization for the Board to issue shares, warrants and/or convertible instruments
a) with pre-emption rights for the shareholders
b) with deviation from the shareholders’ pre-emption rights
17. Closing of the meeting
The Nomination Committee’s proposals (item 2 and 9-15)
The Nomination Committee for CombiGene AB (publ), with Chairman of the Board Bert Junno as the convener, has prior to the AGM consisted of Ivar Nordqvist (representing his own shareholding), Arne Ferstad (representing Myrlid AS), and Marcus Isaksson (representing Thoren Tillväxt AB). Ivar Nordqvist has been the Chairman of the Nomination Committee. The Nomination Committee proposes the AGM to resolve:
that the lawyer Nina Johnsson at Fredersen Advokatbyrå is elected chairwoman of the AGM,
that the Board of Directors shall consist of five (five) Board members and no deputies,
that registered audit firm with no deputy auditors is elected as auditor of the Company,
that remuneration to the Board shall be SEK 200,000 (SEK 200,000) to the Chairman of the Board and SEK 125,000 (SEK 125,000) each to the Board members who do not receive any salary from the Company,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Jonas Ekblom, Peter Nilsson, Per Lundin and Gunilla Lundmark are re-elected as Board members, and that Malin Almgren is elected as new member of the Board, for the period until the end of the next Annual General Meeting. It is noted that Bert Junno has declined re-election,
that Jonas Ekblom is elected as chairman of the Board,
that Mazars AB is re-elected as audit firm. (Mazars AB is has informed that the authorized auditor Anders O Persson shall be appointed principal auditor, if the AGM resolves in accordance with the proposal), and
that the principles for the appointment of the Nomination Committee adopted on the Annual General Meeting held in 2022 shall continue to apply also for the appointment of the Nomination Committee ahead of the Annual General Meeting to be held in 2024.
Malin Almgren (born 1976), who is proposed for new election to the Board of Directors, holds a master’s degree in biochemistry from Stockholm University and a doctoral degree in medicine from Karolinska Institutet. She has over 20 years of experience in academic research and has worked at well-renowned research institutions such as Karolinska Institutet and UCSD. Malin has a deep understanding of areas such as genetics, immunology, neuroscience, and oncology, including clinical trials and industrial collaborations. In addition to her scientific expertise, Malin has also developed a second career in finance. She has worked as Head of Strategic Partnerships at the Swedish fund company Tundra Fonder, focusing on sustainable investments. Furthermore, she has worked as a financial advisor for M&A transactions in the healthcare sector at Experia Corporate Finance Advisors. Malin is currently the CEO of Schain Research AB, where she utilizes her knowledge in both science and finance to drive the company’s success. Malin is also a board member of Experia Nordic Oy and has previously been a board member of DP Services AB.
Malin does not hold any shares or share-related securities issued by the Company and is considered to be independent in relation to the Company and its management and to the Company’s major shareholders.
Information about the board members proposed for re-election is available on the Company’s website and in the Company’s annual report for 2022.
The Board’s proposals
Allocation of the Company’s profit or loss (item 9.b))
The Board of Directors proposes that no dividend for the financial year 2022 is to be paid.
Resolution on authorization for the Board to issue shares, warrants and/or convertible instruments (items 16.a)-16.b))
The Board of Directors proposes that the AGM resolves to authorize the Board to resolve on issuances of shares, warrants and/or convertible instruments, in accordance with the terms of items a) and/or b) below. The resolutions on items a) and b) shall be adopted as two separate resolutions.
a) The AGM authorizes the Board of Directors to, on one or several occasions, during the period up until the next Annual General Meeting, resolve on issuances of shares, warrants and/or convertible instruments with pre-emption rights for the shareholders. Payment may be made in cash, through set-off, by contribution in kind, or otherwise with conditions as set out in Chapter 2, Section 5, second paragraph, items 1–3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or in the event of an issue of warrants or convertible instruments, any additional shares after conversion or exercise of any warrant, pursuant to the authorization in this item a) shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered Articles of Association.
b) The AGM authorizes the Board of Directors to, on one or several occasions, during the period up until the next Annual General Meeting, resolve on issuances of shares, warrants and/or convertible instruments with deviation from the shareholders’ pre-emption rights. Payment may be made in cash, through set-off, in kind, or otherwise with conditions as set out in Chapter 2, Section 5, second paragraph, items 1–3 and 5 of the Swedish Companies Act. Should the Board of Directors resolve on an issue with deviation from the shareholders’ pre-emption rights, the reason for this shall be to broaden the ownership, procure working capital, increase the liquidity of the share or acquire businesses. Upon such deviation from the shareholders’ pre-emption rights, the new issue shall be made at market terms and conditions. The total number of shares that may be issued, or in the event of an issue of warrants or convertible instruments, any additional shares after conversion or exercise of any warrant, pursuant to the authorization in this item b) shall be limited to 50 percent of the outstanding shares in the Company at any given time.
Resolution in accordance with item 16.b) above require approval of at least two thirds of the shares represented and votes cast at the AGM.
As per the date of the issue of this notice, the total number of shares and votes in the Company are 19,801,197. The Company does not hold any own shares.
The annual report, audit report, proxy forms, the Board’s complete proposals as well as complete underlying documentation will be made available by the Company and at the Company’s website at least three weeks before the AGM. The documents will be sent to shareholders who request it and who provide their postal address.
The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act.
The Company has its registered office in Stockholm.
Processing of personal data
For information on how your personal data is processed, see:
Stockholm, April 2023
CombiGene AB (publ)
The Board of Directors