Dextech Medical AB (publ) Notice to AGM 2023

29 September, 2023

WELCOME TO THE ANNUAL GENERAL MEETING 2023
DEXTECH MEDICAL AB (publ)

Dextech Medical AB’s shareholders are welcome to attend the Annual General Meeting Tuesday 31 October 2023 at 10.00 in IVA’s conference centre, Kungl. Royal Swedish Academy of Engineering Sciences, Grev Turegatan 16, Stockholm.
Admission to the Annual General Meeting begins at 9.30 a.m.

Subject to space and that the meeting so decides, non-shareholders are also welcome 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 share register maintained by Euroclear Sweden AB on Monday 23 October 2023 and
  • Register with the company no later than Friday, October 27, 2023. Notification can be made by e-mail (gosta.lundgren@dextechmedical.com) or in writing to Dextech Medical AB, Annual General Meeting, Box 389, 751 06 Uppsala, Sweden.

The notification must state the full name, personal or corporate identity number, shareholding, address, telephone number during the day and, where applicable, information about a deputy or assistant (maximum 2). The notification shall be accompanied, where appropriate, by powers of attorney, registration certificates 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 whose shares are registered in the name of a nominee must, through a nominee, have the shares registered in their own name, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date on Monday 23 October 2023. 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. 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 23 October 2023 will be taken into account in the preparation of the share register.

Representatives, etc.

If shareholders are 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 not more than five years) has been stated on the power of attorney. If the power of attorney is issued by a legal entity, the representative must also bring the current registration certificate or equivalent authorization documents for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. Proxy forms are available on the company’s website www.dextechmedical.com and sent by post to shareholders who contact the company and state their address.

Agenda

  1. Election of chairman of the meeting.
  2. Preparation and approval of voting list.
  3. Approval for non-shareholders to attend the meeting.
  4. Approval of the agenda.
  5. The election of 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 Sten Nilsson as well as questions from the shareholders to the company’s board and management.
  8. Presentation of the annual reportIcing and auditor’s report for the financial year 2022/2023.
  9. Resolution on adoption of the profit and loss account and balance sheet. Decision on disposition respect of the company’s profit or loss in accordance with the adopted balance sheet.
  10. Decision discharge from liability for the members of the Board of Directors and the CEO.
  11. Determination of the number of Board members, deputy Board members and, where applicable, the number of auditors or audit firms and any deputy auditors.
  12. Determination of fees for the Board of Directors and the auditors.
  13. Election of the Board of Directors, Chairman of the Board and any deputies.
  14. Choice of auditors or audit firms and any deputy auditors.
  15. Any other business that is the responsibility of the meeting in accordance with Swedish Companies Act, or Articles of Association.
  16. Closure of the meeting.

Proposal for a decision in brief
Determination of the number of Board members and deputy Board members (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 shall be five members and that no deputies be elected.

Determination of fees for 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 200,000 to the Chairman of the Board Andreas Segerros and SEK 200,000 to Board member Peter Benson and no fees to other Board 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 more than 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, Peter Benson, Per-Olof Asplund, Rolf Eriksson and Svante Wadman, with Andreas Segerros as chairman

Election of auditor (item 15)

Shareholders representing more than 60% of the total number of shares in the company have proposed re-election of KPMG AB as auditor.

The Board’s proposal
Appropriation of the Company’s profit (item 10)
The funds at the disposal of the Annual General Meeting consist of profit for the year of SEK – 4,590,427, the Company’s share premium fund of SEK 105,195,317 and the Company’s retained profit of SEK – 76,334,705, in total SEK 24,270,185.
The Board of Directors proposes that the funds at the disposal of the Annual General Meeting of SEK 24,270,185 be transferred to a new account.

Shares and votes

The company has a total of 18,485,857 shares and an equal number of votes.

Documents

The annual report and auditor’s report are available on the company’s website www.dextechmedical.com.



Stockholm, September 2023 


BOARD


230929 – PR – DexTech notice to Annual General Meeting POWER OF ATTORNEY FORM Notice to the Annual General Meeting 2023







	
			

				
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