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Notice of extraordinary shareholders’ meeting in SynAct Pharma AB

The shareholders of SynAct Pharma AB, Reg. No. 559058-4826, are hereby invited to attend the extraordinary shareholders’ meeting to be held at the premises of Setterwalls Advokatbyrå AB at Stortorget 23 in Malmö, Sweden on Friday 6 November 2020, at 10.00 p.m.

Uppdaterad 2020-10-20
Publicerad 2020-10-20

Information regarding the coronavirus

As a precautionary measure to reduce the risk of spreading the coronavirus, the board of directors of SynAct Pharma AB (“SynAct”) has decided to keep planned speeches at the shareholder’s meeting to a minimum and that no refreshments will be served. Participation at the shareholders’ meeting by members of the board of directors and management as well as the number of non-shareholders present at the shareholders’ meeting will be limited in an effort to keep the shareholders’ meeting brief and efficient, and thereby minimizing the risk of spreading the coronavirus. For shareholders who are worried about the spread of infection due to the coronavirus, we want to emphasize the possibility of not attending in person at the shareholders’ meeting and instead appoint a proxy who can vote on their behalf or utilize the possibility to vote in advance. SynAct also encourages such solution for anyone displaying symptoms of illness, who has been in an area of infection, or who is considered to be part of a risk group. See under “Proxy etc.” and “Voting in advance” below for further information on these alternatives.

Right to participate and notification

Shareholders wishing to participate in the shareholders’ meeting must:

  • be listed in the company’s share register kept by Euroclear Sweden AB as of Thursday 29 October 2020; and
  • have given notice of their intention to participate to the company no later than on Monday 2 November 2020 by mail to SynAct Pharma AB, Medicon Village, Scheelevägen 2, SE-223 81 Lund, Sweden. Notice can also be given by telephone +45 28 44 75 67 or by e-mail joo@synactpharma.com. The notification should specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, in order to be able to exercise their voting rights at the meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Monday 2 November 2020. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Proxy etc.

In case the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the shareholders’ meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting. A template power of attorney is available at the company’s website (www.synactpharma.com), and will be sent to shareholders who request it and state their address.

Voting in advance

The board of directors of SynAct has resolved that the shareholders may exercise their voting rights at the shareholders’ meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of shareholders’ meetings in companies and other associations. A special form shall be used for advance voting. The form is available on the company’s website (www.synactpharma.com). A shareholder who is exercising its voting right through advance voting do not need to notify the company of its attendance to the shareholders’ meeting. The advance voting form is considered as the notification of attendance to the shareholders’ meeting. The completed voting form must be submitted to SynAct no later than Monday 2 November 2020. The completed and signed form shall be sent to the address stated under “Right to participate and notification” above. A completed form may also be submitted electronically and is to be sent to joo@synactpharma.com. If the shareholder is a legal entity, a registration certificate or equivalent document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid. Further instructions and conditions are included in the form for advance voting.

Proposed agenda:

0.   Opening of the meeting.

1.   Election of Chairman of the meeting.

2.   Preparation and approval of the register of voters.

3.   Approval of the agenda.

4.   Election of one or two persons to confirm the minutes.

5.   Determination as to whether the meeting has been duly convened.

6.   Election to the board of directors.

7.   Determination of remuneration to the board of directors.

8.   Closing of the meeting.

Proposed resolutions

Item 6-7: Election to the board of directors, Determination of remuneration to the board of directors

At the annual shareholders’ meeting on 13 May 2020 it was resolved that the board of directors should consist of four ordinary board members without deputy board members. It was further resolved to re-elect Torbjørn Bjerke, John Haurum, Thomas Jonassen and Terje Kalland as ordinary board members. Torbjørn Bjerke was re-elected as Chairman of the board of directors. The annual shareholders’ meeting also resolved that board remuneration should be paid with SEK 60,000 to the Chairman of the board of directors and with SEK 60,000 to each of the other board members, excluding Thomas Jonassen. 

Shareholders together representing more than 20 per cent of the shares and votes in the company proposes that the board of directors should consist of five ordinary board members without deputy board members, that Uli Hacksell is elected as new ordinary board member for the period until the next annual shareholders’ meeting along with the current board members and that board remuneration for the period until the next annual shareholders’ meeting shall be paid with SEK 30,000 to Uli Hacksell (equivalent to an annual remuneration of SEK 60,000).

Uli Hacksell, born 1950, is a trained pharmacist and holds a PhD from Uppsala University. Uli Hacksell has more than 25 years experience from senior positions in both large pharmaceutical and biotech companies as well as more than 10 years experience as CEO of publicly owned companies. He is currently board member of Active Biotech AB (publ), Beactica Therapeutics AB, InDex Pharmaceuticals Holding AB and Medivir AB. Uli Hacksell holds no shares in SynAct. Uli Hacksell is considered to be independent in relation to SynAct as well as its senior management and in relation to major shareholders.

Other information

The shareholders' are reminded of their right to request information at the shareholders' meeting pursuant to chapter 7 section 32 paragraph 1 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

The notice to attend the shareholders’ meeting, a template power of attorney and advance voting form will be available for the shareholders at the company’s office in accordance with the address above and at the company’s website (www.synactpharma.com) as from no later than two weeks before the shareholders’ meeting. The documents will also be sent to shareholders who request it and state their address.

Processing of personal data

For information on how your personal data is processed, see

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Number of shares and votes in the company

As of the date of this notice to attend the shareholders’ meeting, the total number of shares and votes in the company amounts to 24,406,295. The company does not hold any own shares.

____________________

Lund in October 2020

SynAct Pharma AB (publ)

The Board of Directors

The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.


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