Notice to Extraordinary General Meeting in Emplicure AB (publ)
Shareholders in Emplicure AB (publ), org.nr 556967-7189 ("Emplicure" or "the Company") are hereby convened to the Extraordinary General Meeting on Monday 14 November 2022 at 11 am at the Company's premises, Virdings allé 32B, Uppsala.
Shareholders who wish to participate at the Extraordinary General Meeting must:
be registered in their own name (not nominee-registered) in the share register kept by Euroclear Sweden AB on Friday 4 November 2022, and
notify their participation so that the notification is received by the Company no later than Thursday 10 November 2022 via e-mail to email@example.com.
Such notification shall include the shareholder's name, personal identification number or company registration number (or similar), address and daytime telephone number, number of shares, details on advisors (no more than two), if any, and where applicable, details of representatives or proxies.
In order to be entitled to vote and participate at the general meeting, shareholders whose shares are registered in the name of a nominee must notify their participation and temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB the record date of the Extraordinary General Meeting. Shareholders must therefore advise their nominees well in advance of such date. Voting rights registration which have been requested by the shareholders at such time that the registration has been done by nominee not later than Tuesday 8 November 2022 will be considered when producing the share register.
Shareholders represented by proxy must submit a dated proxy. If the proxy is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The proxy may not be valid for a period longer than five years from its issuance. The original proxy and certificate of registration should be submitted to the Company by post at the address mentioned above in due time prior to the general meeting. The Company provides a proxy form at request, and it is also available at the Company's website, www.emplicure.com.
Number of Shares and votes
At the time of issuing this notice, there are a total of 26,460,512 shares in the Company. The total number of votes amounts to 26,460,512. The Company does not hold any shares in itself.
Opening of the general meeting and election of chairman of the general meeting
Preparation and approval of the voting list
Election of one or two persons to verify the minutes
Approval of the agenda
Determination as to whether the meeting has been duly convened
Resolution on approval of the transfer of shares in the subsidiary Amplicon AB to Amplicon's CEO Thomas Hammargren
Closing of the general meeting
Proposals to resolutions
Item 6 – Resolution on approval of the transfer of shares in the subsidiary Amplicon AB to Amplicon's CEO Thomas Hammargren
The board's assessment is that Tomas Hammargren, the CEO of the Company's subsidiary Amplicon AB ("Amplicon"), is of great importance to Amplicon's further development and the successful commercialization of the products developed by Amplicon. The board therefore believes that it is important and in the interests of all shareholders that Tomas Hammargren has a personal long-term ownership commitment in Amplicon, which can be expected to contribute to an increased interest in Amplicon's operations and earnings development as well as increase the CEO's motivation and align interests with the Company and its shareholders.
Therefore, the board of Emplicure, conditional on the approval of the general meeting, has decided to offer Tomas Hammargren to acquire shares in Amplicon according to the following conditions:
Tomas Hammargren or a company wholly owned by Tomas Hammargren is offered to acquire 1,250 shares in Amplicon, corresponding to five percent of the total number of outstanding shares in Amplicon.
The price for the shares amounts to a total of SEK 805,000, which corresponds to the board's assessment of the market value of the shares. The board's assessment is based on a valuation of Amplicon carried out by BDO on behalf of the Company.
The transfer must be conditional on Emplicure and Tomas Hammargren entering into a customary shareholder agreement.
The transfer requires the approval of the general meeting in Emplicure according to chapter 16 in the Companies Act. The board proposes that the general meeting resolves to approve the transfer of shares in Amplicon to Thomas Hammargren or a company wholly owned by Thomas Hammargren on the terms stated above. For its validity, the resolution requires the support of shareholders with at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.
Information at the Extraordinary General Meeting
The board of directors and the managing director shall, upon request by any shareholder and where the board of directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda.
Documents according to the Swedish Companies Act will, where applicable, be held available at the Company's office with address Virdings allé 32B, 754 50 Uppsala no later than two weeks before the meeting, at the latest 31 October 2022. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address. The documents will also be held available at the extraordinary general meeting.
Uppsala in October 2022
Emplicure AB (publ)
The board of directors
For additional information, please contact
CEO Phone: +46 702 569 500 Email: firstname.lastname@example.org
Emplicure develops new and innovative products by combining existing and approved active substances with advanced materials science within ceramic biomaterials. The product portfolio is focused on chronic pain and on abuse-deterrent formulations. The subsidiary Amplicon AB develops consumer products with oral nicotine as the first product. The share is listed on Nasdaq First North Growth Market (EMPLI). Read more at www.emplicure.com