Notice of Annual General Meeting in Phase Holographic Imaging PHI AB (publ)
The shareholders of Phase Holographic Imaging PHI AB (publ), reg.no. 556542-7811, are hereby invited to attend the annual general meeting on 16 October 2025 at 3 p.m. at the company´s office at Skiffervägen 48 in Lund.
Right to participate and notification
Anyone wishing to attend the annual general meeting must:
- be registered as a shareholder in the share register maintained by Euroclear Sweden AB as of the record date 8 October2025;
- notify the company of their participation no later than 10 October 2025.
Notification of participation shall be made by e-mail to ir@phiab.se. Notification can also be made by post to Phase Holographic Imaging PHI AB, Skiffervägen 48, 224 78 Lund, Sweden. The notification shall state the full name, personal identity number or corporate identity number, shareholding, address, telephone number, email address and, where applicable, information about representatives, proxies or advisors (maximum two).
Proxy and power of attorney
If a shareholder is to be represented by a proxy, the proxy must bring the original of a written, dated and by the shareholder 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 a current registration certificate or equivalent authorisation document for the legal entity. In order to facilitate a smooth entry process, 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 will also be provided by post upon request.
Nominee registered shares
In order to be entitled to participate in the annual general meeting, a shareholder whose shares are registered in the name of a nominee, through a bank or other nominee, must, in addition to registering for the meeting, have the shares registered in its own name with Euroclear Sweden AB so that the shareholder is entered into the share register as of 8 October 2025. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures at such time in advance as determined by the nominee. Voting rights registration made no later than 10 October 2025 will be taken into account in the preparation of the share register.
Proposed agenda:
- Opening of the general meeting.
- Election of the chairman of the general meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Presentation of the annual report and the auditor’s report.
- Decision on
- the adoption of the profit and loss account and the balance sheet;
- the appropriation of the company’s profit or loss according to the adopted balance sheet;
- discharging the members of the board of directors and the CEO from liability.
- Determination of the number of board members and deputy board members, as well as auditors and deputy auditors or registered auditing firms.
- Determination of fees to the board of directors and auditors.
- Election of board members and any deputy board members, auditors and any deputy auditors or registered auditing firm.
- Resolution to authorise the board of directors to issue shares, etc.
- The general meeting is closed.
Proposed decision:
Item 2 – Election of the chairman of the meeting
The board of directors proposes that attorney Micael Karlsson, from Advokatfirman Delphi, is elected chairman of the general meeting.
Item 8.b – Allocation of the company’s result according to the adopted balance sheet
The board of directors proposes that the general meeting allocates 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 2024/2025.
Item 9 – Determination of the number of board members and deputy board members, as well as auditors and deputy auditors or registered auditing firms
Neural AB proposes that six (6) ordinary board members without deputy board members be appointed and that a registered auditing firm be appointed.
Item 10 – Determination of fees to the board of directors and auditors
Neural AB proposes that fees to non-employed board members elected by the general meeting shall be paid with two (2) income base amounts to the chairman, with one (1) income base amount each to the other ordinary board members and with half (0.5) an income base amount to deputy board members. For any additional work in addition to customary board work, board members shall be able to receive consultancy fees on a market basis.
Neural AB also proposes that audit fees shall be paid in accordance with approved invoices in accordance with customary billing standards.
Item 11 – Election of board members and any deputy board members, auditors and any deputy auditors or registered auditing firm
Neural AB proposes re-election of the board members Goran Dubravcic, Mats Lundwall, Petter Björquist, John Moore and Peter Egelberg as well as the election of Jerko Čičin-Šain. Neural AB proposes that the board of directors shall elect the chairman of the board from among its members.
Jerko Čičin-Šain is the CFO of Altium Group, overseeing finance and supply chain operations across multiple countries. He brings deep expertise from senior roles at Unilever and Roche, where he led financial strategy, ERP implementations, and operational transformations across the Adriatic region. At Roche, he established core finance and logistics functions during a period of rapid growth. Jerko holds degrees in finance and engineering, is CIMA-certified, and is known for driving business improvement and cross-functional collaboration. Jerko holds no other positions except the position of CFO of Altium Group.
Information about the current board members can be found on the company’s website, www.phiab.com.
Neural AB proposes re-election of the auditing firm Forvis Mazars AB for the period until the next annual general meeting. Forvis Mazars AB has announced that the authorised auditor Anders Persson will be appointed as auditor in charge.
Item 12 – Resolution to authorise the board of directors to issue shares etc.
The board of directors proposes that the general 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 785,787.60. 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 3,928,938 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 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.
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.
A valid resolution in accordance with this item requires that the resolution has been supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
Available documents
The annual report and the auditor’s report as well as proxy forms will be available on the company’s website, www.phiab.com, and at the company’s office, in accordance with applicable regulations. Complete proposals for resolutions are included in the notice of the meeting. The documents will be sent upon request to shareholders who state their postal address.
Information at the general meeting
Shareholders are informed of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551) on circumstances that may affect the assessment of an item on the agenda or the assessment of the company’s financial situation.
Processing of personal data
For information on how your personal data is processed in connection with the annual general meeting, see: https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Lund in September 2025
Phase Holographic Imaging PHI AB (publ)
THE BOARD OF DIRECTORS
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