Notice of Annual General Meeting in Phase Holographic Imaging PHI AB
The shareholders of Phase Holographic Imaging PHI AB (publ), 556542-7811, are hereby invited to the annual general meeting on Friday 27 October 2023 at 13.00 at Scandic Star Hotel, Glimmervägen 5 in Lund.
Right to participate and notification
Shareholders who wish to participate in the annual general meeting must
- be recorded in the share register maintained by Euroclear Sweden AB on Thursday 19 October 2023, and
- give notice to the company no later than Monday 23 October 2023. Notification can be made in writing to Phase Holographic Imaging PHI AB, Skiffervägen 48, 224 78 Lund, or by e-mail to firstname.lastname@example.org. The notification shall state the full name, personal identity number or corporate identity number, shareholding, address, daytime telephone number and, where applicable, information about representatives and advisors (maximum 2). Where applicable, the notification should be accompanied by powers of attorney, registration certificates and other authorisation documents.
Nominee registered shares
Shareholders whose shares are registered in the name of a nominee, through a bank or other nominee, must, in order to be entitled to participate in the annual general meeting, register the shares in their own name with Euroclear Sweden AB through the nominee. Voting rights registration that has been requested in such time that the registration has been made by the nominee no later than Monday 23 October 2023 will be taken into account in the preparation of the share register.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to 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 in the power of attorney. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorisation document for the legal entity. In order to facilitate entry, a copy of the power of attorney and other authorisation documents should be attached to the notification to the meeting. Proxy forms are available on the company’s website www.phiab.com and are sent by post to shareholders who contact the company and state their address.
- The meeting is opened.
- Election of the chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Examination of whether the meeting has been duly convened.
- The CEO:s statement.
- Presentation of the annual report and the auditor’s report.
- on the adoption of the profit and loss account and the balance sheet;
- on the appropriation of the company’s result according to the adopted balance sheet;
- on discharging the members of the board of directors and the CEO from liability.
- Determination of the number of board members, deputy board members and auditors.
- Determination of fees to the board members and auditors.
- Election of board members, deputy board members and auditor.
- Resolution to authorise the board of directors to issue shares, etc.
- The meeting is closed.
Proposal for a decision:
Election of the chairman of the meeting (item 2)
The board of directors proposes that attorney Micael Karlsson from Advokatfirman Delphi is elected chairman of the annual general meeting.
Allocation of results (item 9b)
The board of directors proposes that the annual general meeting allocate the company’s result in accordance with the board of directors’ proposal in the annual report. The board of directors proposes that no dividend be paid for the financial year 1 May 2022 to 30 April 23.
Determination of the number of board members, deputy board members and auditors (item 10)
Neural AB proposes that five ordinary board members and one deputy board member be appointed and that a registered auditing company be appointed.
Determination of fees to the board members and auditors (item 11)
Neural AB proposes that fees to the board of directors shall be paid with two income base amounts to the chairman, one income base amount to a board member and half an income base amount to a deputy board member and that audit fees shall be paid according to approved invoices in accordance with customary charging standards.
Election of board members, deputy board members and auditor (item 12)
Neural AB proposes re-election of the board members Goran Dubravcic, Mats Lundwall, Leland Foster, Mattias Lundin, Petter Björquist and Peter Egelberg and re-election of the deputy board member Ann Christine Egelberg. Neural AB proposes that the board of directors shall elect the chairman of the board from among its members.
Neural AB proposes re-election of the accounting firm MAZARS AB for the period until the next annual general meeting. MAZARS AB has announced that the authorised auditor Anders Persson will be appointed as auditor in charge.
Resolution to authorise the board of directors to issue shares etc. (item 13)
The board of directors proposes that the meeting authorises the board of directors to, on one or more occasions, during the period until the next annual general meeting, decide to increase the company’s share capital by a maximum of SEK 714,543.15. The increase of the share capital may take place through a new issue of shares and/or convertibles and/or warrants entitling to conversion or subscription of a total of 3,572,715.75 shares. The board of directors shall be able to decide on such issue with deviation from the shareholders’ preferential rights and with a provision for cash payment and/or payment in kind, set-off or otherwise with conditions in accordance with Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act.
An issue in accordance with this authorisation shall be made at a market-based subscription price, subject to a market-based issue discount where applicable. The board of directors shall be entitled to determine the other terms and conditions for the issue in accordance with this authorisation and who shall be entitled to subscribe for new shares, convertibles and/or warrants. The board of directors or the person appointed by the board of directors is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office and Euroclear.
The reason why the board of directors shall be able to resolve on an issue with deviation from the shareholders’ preferential rights or otherwise with conditions as above is that the company shall be able to issue shares in connection with acquisitions of companies, technologies and/or businesses and be able to carry out issues for the purpose of raising capital for the company.
A resolution in accordance with the board of directors’ proposal requires the support of shareholders representing at least two-thirds of the votes cast and the shares represented at the meeting.
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of participation in the meeting and information about representatives, proxies and advisors will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.
Number of shares and votes
At the time of this notice, the total number of shares and votes in the company amounts to 23,818,105. The company does not hold any of its own shares.
The annual report and the auditor’s report for the company, proposed resolutions and proxy forms will be available at the company’s office at Skiffervägen 48 in Lund and on the company’s website www.phiab.com no later than three weeks before the annual general meeting and will be sent to shareholders who so request and provide their postal address.
Lund in September 2023
Phase Holographic Imaging PHI AB (publ)
THE BOARD OF DIRECTORS
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