The shareholders of SpectraCure AB (publ), Org.nr 556642-1011 ("the Company") are hereby invited to the annual general meeting on Tuesday 23 May 2017 at. 11.00 at the company's premises, Magistratsvägen 10, 226 43 Lund.
Notifications, etc.,
Shareholders who wish to participate in the annual general meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on Wednesday, 17 May 2017, and
- also notify their participation so that it is submitted to the company no later than Wednesday May 17th2017, at the address SpectraCure AB (publ), Att: Mirjam Johansson, Magistratsvägen 10, 226 43 Lund, with an indication of "Annual General Meeting", or by e-mail to mj@spectracure.com.
The notification shall state the shareholder's name, personal or corporate identity number (or equivalent), address, telephone number (daytime), shareholding, details of any representative (not more than two), and, where appropriate, a statement of the deputy or representative.
Nominee-registered shares
Shareholders who have trustee their shares must, in order to be entitled to participate in the general meeting, temporarily register the shares in their own name in the share register maintained by Euroclear Sweden AB. Such re-registration must be effected no later than Wednesday May 17th2017. This means that shareholders must, in due time before this date, give their request to the liquidator.
Representative
Shareholders who intend to be present by proxy shall issue a dated power of attorney for the agent. If a power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent for that legal entity must be attached. The validity of the proxy may be set at a maximum of five years from the date of issue. An original power of attorney and any registration certificate should be submitted to the company in due time before the AGM at the address stated above. The company provides proxy forms on request and this is also available on the company's website, www.spectracure.se.
Draft agenda
- Opening of the meeting and election of the Chairman of the meeting
- Drawing up and approval of the electoral register
- Election of one or two persons to approve
- Approval of the agenda
- Review of whether the meeting has been duly convened
- Presenting the The annual report and the audit report
- Decision on:
- Adoption of the income statement and balance sheet,
- Appropriation of the company's profit or loss according to the adopted balance sheet and
- The discharge against the company for The members of the Board and the Managing Director
- Determination of fees to the Board of Directors and auditors
- Election of Board of Directors and auditors
- Resolution on authorization for the Board of Directors to resolve on new issue of shares, warrants and/or convertibles
- Closing of the meeting
Proposal for a decision
Item 1 – Opening of the meeting and election of the chairman of the AGM.
Shareholders representing approximately 20.8 per cent of the shares and votes in the company have announced that they propose that Ingemar Kihlström be elected Chairman of the meeting.
Item 7b) – Appropriation of the company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that the AGM decide that the company's results are disposed of in accordance with the Board's proposal in the annual report, implying that SEK 3 149 925 be carried forward. The Board also proposes that no dividend be paid for the financial year 2016.
Item 8 – Determination of fees to the board of Directors and auditors
Shareholders representing approximately 20.8 per cent of the shares and votes in the company have announced that they propose that directors' fees be paid at SEK 200 000 to the Chairman of the Board and a price base amount each to other board members who are not employees of the company and that fees to the auditors shall be paid according to approved invoice.
Item 9 – Election of the Board of directors and of Auditors
Shareholders representing approximately 20.8 per cent of the shares and votes in the company have announced that they propose for the period until the end of the next AGM that Ingemar Kihlström, Masoud Khayyami, Stefan Andersson-Engels, Katarina Svanberg and Sune Svanberg are reelected as ordinary board members and that Johannes Swartling is reelected as deputy. The Chairman of the Board is proposed re-election of Ingemar Kihlström. Shareholders representing approximately 20.8 per cent of the shares and votes in the company have announced that they propose re-election of the authorized public Accountant Elena Entina and the approved auditor Berit Holmgren for the period until the end of the annual general Meeting 2018. Furthermore, no deputy auditor is proposed.
Item 10 – Decision authorising the Board of directors to decide on the issue of shares, warrants and/or convertibles
The Board of Directors proposes that the AGM authorizes the Board, on one or more occasions during the period until the next AGM, to make a decision to increase the company's share capital by a maximum of SEK 2 500 000 by new issue of not more than 25 000 000 shares, to issue a maximum of 25 000 000 warrants and/or to include convertible loan of not more than 25 000 000 convertible bonds. The Board of Directors shall be able to decide on the issue of shares, warrants and/or convertibles with deviation from the shareholders ' preferential rights and/or with the provision for a report, set-off or otherwise with conditions in accordance with Chapter 2, section 5, second paragraph, 1-3 of the Swedish Companies Act (2005:551).
The issue shall be at the market share price, subject to market issue discount, if applicable. The Board of Directors shall determine the terms and conditions of other issues under this authorization and who shall be entitled to subscribe for the shares, warrants and/or convertibles. The reason for the Board to be able to decide on the issue with a deviation from the shareholder's preferential rights and/or with the provision for issue and set-off issues or otherwise with conditions as above is that the company will be able to issue shares, warrants and/or convertibles in connection with the acquisition of companies or movements, and be able to implement targeted issues in order to acquire capital for the company.
Majority requirement
Decisions under paragraph 10 above assume for their validity the assistance of shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.
Information at the AGM
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material injury to the company, provide information about circumstances that may affect the assessment of a case on the agenda and circumstances that may affect the assessment of the company's financial situation.
Provision of documents.
Audit reports and the Board's complete proposal in accordance with paragraph 10 and other documents under the Swedish Companies Act (2005:551) will be available at the company's offices with address Magistratsvägen 10, 226 43 Lund and on the company's website www.spectracure.se, no later than three weeks before the meeting, i.e. no later than May 2nd2017. The documents are also sent free of charge to the shareholders who request it and who provide their postal address. The documents will also be available at the AGM.
Lund, April 2017 SpectraCure AB (publ)
Board of Directors
