NOTICE TO THE ANNUAL MEETING OF PRORECTOR AB
The shareholders of Prorector AB (publ), reg. no. 556967-0150, are hereby invited to the annual general meeting
on October 6, 2023 at 10.00. Kungsvägen 26, 191 45 Sollentuna.
Registration for the annual general meeting begins at 09.00.
A. RIGHT TO PARTICIPATE AT THE ANNUAL MEETING
Registration and notification
Shareholders who wish to participate in the annual general meeting must be entered in the share register kept by Euroclear Sweden AB no later than October 5, 2023, and must register with the company no later than September 28, 2023, at the address Prorector AB, “Annual General Meeting”, 191 45 Sollentuna or via e-mail firstname.lastname@example.org.
When reporting, the shareholder must state the name, social security number or organization number, address, telephone number, shareholding and details of any assistants.
Shareholders who have had their shares registered by a trustee must temporarily re-register the shares in their own name in order to have the right to participate in the meeting. The record date is October 5, 2023, which means that the shareholder must notify the administrator of this well in advance of this date. Voting rights registrations made by the trustee no later than 5 October 2023 will be taken into account when preparing the share register.
Shareholders who are represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate or the equivalent must be attached. The original power of attorney and any proof of registration should be sent in good time before the annual general meeting to Prorector AB, “Annual General Meeting”, Kungsvägen 26, 191 45 Sollentuna. The documents must not be older than 6 months.
B. MATTERS AT THE ANNUAL MEETING
Proposal for the agenda:
- Opening of the meeting.
- Election of the chairman at the meeting.
- Establishment and approval of voter register.
- Approval of the proposed agenda.
- Selection of one or more adjusters.
- Examination of whether the meeting has been duly convened.
- Submission of annual report and audit report.
- The CEO’s speech.
- Decision regarding:
a)determination of the profit and loss account and the balance sheet,
b) dispositions regarding the company’s profit or loss according to the established balance sheet,
c) discharge of liability for the members of the board and the managing director.
- Determining the fees for the board and auditor.
- Election of the board and, where applicable, the auditor as well as board deputies and auditor deputies.
- Authorization for the board to make decisions on the new issue of shares, warrants and/or convertibles.
The board proposes that it be authorized to, in the period until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, decide on new issue of shares, issue of warrants and/or convertibles. Decisions may contain provisions that newly issued shares, warrants or convertibles must be paid, in addition to cash payment, with property in kind, by set-off or otherwise subscribed with conditions according to ch. 13. § 5 first paragraph 6, ch. 14 Section 5 first paragraph 6 or 15 ch. Section 5 first paragraph of the Swedish Companies Act.
The board is authorized to otherwise determine the conditions for the issue.
Issuance must be able to take place for the implementation of business acquisitions, acquisition of operations or assets that the board deems to be of value to the company’s operations, strategic collaborations, alternatively for the acquisition of capital to be used for such acquisitions or collaborations, and to be able to strengthen the company’s financial position if necessary as well as to enable financial restructuring such as repayment of loans.
- Other matter, which arrives at the general meeting according to the Swedish Companies Act or the articles of association.
- Decision on adjustment authorization
The board, the executive director or whoever the board otherwise appoints,
authorization to undertake the minor adjustments and clarifications of the above decisions that may prove necessary in connection with the registration with the Swedish Companies Registration Office.
C. REQUIREMENT OF QUALIFIED MAJORITY
For a valid decision under point 12, it is required that shareholders who represent at least two-thirds of both the votes cast and the shares represented at the meeting support the decision.
D. NUMBER OF SHARES AND VOTES IN THE COMPANY
On the day of the call, there are 20,000,000 A shares with 10 votes each and 48,325,193 B shares with one vote each in the company. Shareholders who are present at the general meeting have the right to request information from the board and the managing director in accordance with ch. 7. Section 32 of the Companies Act.
E. AVAILABLE DEEDS
Proposals for the election of board members and auditors as well as the annual report, consolidated accounts and auditor’s report will be presented at the meeting. Power of attorney forms are kept available on the company’s website, prorector.se.
Sollentuna in September 2023
Vice Chancellor AB (publ)