Dextech Medical AB (publ) Notice to AGM 2022
28 September, 2022
WELCOME TO THE ANNUAL GENERAL MEETING 2022 IN DEXTECH MEDICAL AB (publ)
Dextech Medical AB’s shareholders are welcome to attend the Annual General Meeting that is taking place on Friday, October 28, 2022 at 10:00 a.m. in IVA’s Conference Center, Kungl. Ingenjörsvetenskapsakademien, Grev Turegatan 16, Stockholm.
Admission to the Annual General Meeting begins at 9:30 a.m.
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 Euroclear Sweden AB on 20 October 2022 and
• register with the company only on Tuesday 25 October 2022. Registration can be made by e-mail (email@example.com) or in writing to Dextech Medical AB, Annual General Meeting, Box 389, SE-751 06 Uppsala, Sweden.
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.
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 Euroclear Sweden AB as of the record date Thursday 20 October 2022. 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 procedures, request that the nominee make such voting rights registration. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the relevant nominee no later than Monday 24 October 2022 will be taken into account in the preparation of the share register.
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.
1. Election of chairman of the meeting.
- Preparation and approval of the electoral roll.
- Approval for non-shareholders to attend the meeting.
- Approval of the agenda.
- Val by one or two persons to approve the Minutes together with the President.
- Determination of whether the meeting has been duly convened .
- CEO’s speech and a presentation of the clinical situation by Professor Sten
Nilsson as well as questions from the shareholders to the company’s Board of Directors and management.
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 Sten Nilsson and Anders Holmberg.
- Presentation of the annual report and auditor’s report for the financial year 2021/2022.
- Resolution on the establishment of the profit and loss account and balance sheet.
- Resolution on the appropriation of the company’s profit or loss in accordance with the adopted balance sheet.
- Decision on discharge from liability for the members of the Board of Directors and the CEO.
- Determination of the number of board members, deputy directors and, where applicable, of the number of auditors or auditing companies and any deputy auditors.
- Determination of fees to the Board of Directors and the auditors .
- Election of the Board of Directors and any deputy directors.
- Election of auditors or auditing companies and any deputy auditors.
- Shareholder’s proposal for a decision on incentive programs.
- Other matters that are the responsibility of the general meeting in accordance with the Swedish Companies Act or articles of association.
- 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 SEK 400,000, of which SEK 200,000 to the Chairman of the Board, SEK 200,000 to board member Peter Benson and no fees to other members, and that fees to the auditor shall be paid in accordance with approved invoices.
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, Per-Olof Asplund, Rolf Eriksson and Svante Wadman and new election of Peter Benson.
Short presentation by Peter Benson;
Peter Benson (born 1955) led the formation of Sunstone Life Science Ventures and was its Managing Partner from 2007-2019. In addition, Peter Benson has extensive experience from the Global Life Science industry as an investor, founder, board member and senior executive, including 10 listed companies. Previous positions include Head of Life Science Ventures at Vækstfonden, President Hospital Care and Senior Vice President at Pharmacia AB and Executive Vice President Marketing & Sales at Kabi Pharmacia Parenterals.
Graduate in business administration from Lund Universitet. MA in Economics from University of California, US, Diploma from IMD, Schweiz.
Other ongoing assignments
Chairman of the Board of Ascelia Pharma AB, Board member of Ascelia Incentive AB, Sunstone Life Science Ventures ApS and Board member of PainDrainer AB.
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 KPMG AB as auditor.
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 SEK -5,269,669, the company’s premium fund of SEK 105,195,317 and the Company’s retained earnings of SEK –65,444,538, totalling SEK 34,481,110.
The Board of Directors proposes that the funds at the disposal of the Annual General Meeting of SEK 34,481,110 be transferred in a new account.
Shareholders’ proposal for resolution on incentive program (item 16)
The shareholder Svante Wadman proposes that the Annual General Meeting of DexTech Medical AB, corporate identity number 556664-6203, resolves to issue a maximum of 1,109,152 warrants under the following conditions:
1. 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.
2. 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 Peter Benson 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.
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 September 27, 2022, based on a subscription price upon exercise of the warrants of SEK 25. The calculated subscription price will be rounded to almost a full penny. The calculation shall be carried out by an independent valuation expert at Placing Corporate Finance AB. According to a preliminary calculation with Black & Scholes, the value is estimated at approximately SEK 0.17 per warrant.
Subscription of the warrants shall be made by subscription on the subscription list during the period from October 31, 2022, to and including November 14, 2022. Payment must be made no later than November 23, 2022. The Board of Directors shall have the right to extend the time for subscription and payment.
5. Period of use
Warrant holders have the right during the period from and including 25 November 2025 to and including 9 December 2025, or the earlier date that follows from the complete terms and conditions, to invoke subscription of one (1) new share in the company at a subscription price of SEK 25 for each warrant. Amounts in excess of the quota value shall be added to the free premium fund.
6. Allocation decision
Allotment decisions are made as soon as possible after the end of the subscription period and are notified to subscribers around 16 November 2022.
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 SEK 49,911.84, subject to the increase that may be caused by the fact that recalculation may take place as a result of issues, etc.
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 Euroclear Sweden AB.
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 Swedish Companies Registration Office and Euroclear Sweden AB.
Reasons for proposals and reasons for deviation from the shareholders’ preferential rights
The rationale for Svante Wadman’s proposal is to create a valuable incentive for continued development for key employees in the business, who work for the Company’s long-term value and growth. Svante Wadman believes that this can both strengthen interest in the development of the business and stimulate business loyalty in the coming years. The reasons for deviation from the shareholders’ preferential rights are thus that Svante Wadman considers it to be beneficial for the Company and the shareholders that the Option Holders are offered an incentive in the form of warrants with a future opportunity to acquire shares in the Company. According to the proposal, no performance-based conditions will be added for certain allocations.
Other outstanding warrants
The Company has no outstanding warrants.
The proposal has been prepared by Svante Wadman together and in consultation with external advisors. Svante Wadman has subsequently decided to submit this proposal for resolution to the Annual General Meeting on October 28, 2022.
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 Euroclear Sweden affiliation of the warrants.
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.
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. Peter Benson and Andreas Segerros will not exercise their right to vote in this decision.
Shares and votes
The company has a total of 18,485,857 shares and an equal number of votes.
The annual report and the auditor’s report are available on the company’s website www.dextechmedical.com.
Stockholm, September 2022