The board of directors’ report pursuant to Chapter 16a. Section 7 of the Swedish Companies Act
The board of directors of Phase Holographic Imaging PHI AB (publ) (the “Company“) submits the following statement pursuant to Chapter 16a. Section 7 of the Swedish Companies Act.
The Company and Altium SA. (“Altium”) agreed to enter into a distribution agreement on 24 October 2023 (the “Distribution Agreement”). An extraordinary general meeting held on 15 November 2023 resolved to approve the Distribution Agreement. The Distribution Agreement grants Altium the right to market and sell the Company’s products worldwide with consideration of existing distributors and agents. Furthermore, under the Distribution Agreement, Altium shall purchase products equal to or exceeding a purchase volume of EUR 0.5 million per quarter.
On 17 June 2025 the Company and Altium agreed to amend the Distribution Agreement through an amendment agreement (the “Amendment Agreement”). In accordance with the Amendment Agreement, Altium retains the right to market and sell the Company’s products in Azerbaijan, Bosnia and Herzegovina, Canada, Croatia, Czech Republic, Slovakia, Kosovo, Montenegro, North Macedonia, Poland, Romania, Serbia, Türkiye and USA. Hence, per the Amendment Agreement, Altium’s exclusivity will be reduced. Furthermore, the Amendment Agreement will remove the minimum purchase requirements for Altium of EUR 0.5 million per quarter.
The Amendment Agreement enables the Company to take back some of the sales and marketing activities in-house, as well as enable additional distribution collaborations with other parties, besides Altium. As Altium’s sales in the markets exempted by the Amendment Agreement have not been significant, the Company anticipates greater profit margins on these markets by focusing on direct sales channels and by partnering with new distributors for these markets. For this reason, the board of directors have determined that the Amendment Agreement is to the benefit of the Company from a financial perspective.
According to the Swedish Securities Council’s ruling 2019:25, certain related-party transactions must be submitted to the general meeting for approval. The transactions that require approval by the general meeting are those that, together with other transactions carried out with the same related party during the past year, relate to a value of at least SEK 1 million and correspond to at least one per cent of the Company’s value (calculated as total market capitalisation).
Altium is considered a related party to the Company since the chair of the board of directors’ in the Company, Goran Dubravčić, is also the CEO of Altium. The Amendment Agreement, together with the Distribution Agreement, is expected to exceed a value of SEK 1 million and to surpass one per cent of the Company’s value. Therefore, the board of directors of the Company has proposed that an extraordinary general meeting be held on 2 July 2025 to approve the Amendment Agreement. Altium will not participate in the vote on the Amendment Agreement on the extraordinary general meeting. The Amendment Agreement will become valid and binding upon the extraordinary general meeting’s approval.
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Lund in June 2025
Phase Holographic Imaging PHI AB (publ)
The board of directors