Right to participate and registration

Shareholders who are registered in the register of shareholders maintained by Euroclear Sweden AB on Friday, May 23, 2025 and who have notified the company of their intention to attend the Annual General Meeting by no later than Monday, May 30, 2025 have the right to attend the Annual General Meeting. Notification may be made by phone +46 (0)70-664 94 77 or by email: carina.eldh@aqilion.com. Upon notification, shareholders must provide their name/company name, personal identity number/corporate identity number, address and phone number.

 

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to attend the Meeting, request that their nominee re-register their shares in their own name, so that the shareholder is registered in the shareholder register on Friday, May 23, 2025. Such registration may be temporary (so-called “voting right 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 that has been made by the nominee not later than Monday, May 27, 2025 will be taken into will be taken into account when preparing the voting list.

 

Proxy

Shareholders who are represented by proxy shall issue a written, signed and dated power of attorney for the proxy. Shareholders should submit the power of attorney together with the notification of their intention to participate at the AGM. The expiry date of the proxy document may be no more than five years from its issue. Representatives of legal entities must present a copy of the certificate of registration or equivalent authorization documents showing the authorized signatory.
 

Propsed Agenda

 

1)      Opening of the Meeting

2)      Election of Chairman of the Meeting

3)      Preparation and approval of the voting list

4)      Approval of the agenda

5)      Election of one or two individuals to approve the minutes

6)      Resolution of whether the meeting had been duly convened

7)      Speech by the Chief Executive Officer

8)      Presentation of submitted Annual Report and Audit Report as well as Consolidated Accounts and Consolidated Audit Report

9)      Resolutions on:

1. adoption of the Income Statement and the Balance Sheet, as well as the Consolidated Income Statement and the Consolidated      Balance Sheet,
2. allocation of the Company's result in accordance with the adopted Balance Sheet,
3. discharge from liability of the Directors and the Chief Executive Officer.

10)  Resolution regarding number members of the Board and deputy members.

11)  Resolution regarding Directors’ fees.

12)  Election of Directors and Chairman of the Board.

13)  Resolution of renumeration to Auditors.

14)  Election of Auditor.

15)  Decision on authorization for the Board to decide on the issue of shares, convertibles and/or warrants.

16)  Adjournment.

 

 

Proposals for the Annual General Meeting in Aqilion AB Tuesday June 3, 2025

 

Item 2  Election of Chairman of the meeting

 

Aqilion's election committee for the 2025 Annual General Meeting consisting of Hites Jina (chairman) – LMK Forward AB, Linus Wiebe – Fåhraeus Start Up and Growth Fund, Katarina Berggren – Grenspecialisten AB and Philip Jansson – Länsförsäkringar Göteborg&Bohuslän has proposed that Lisa Fennhagen be elected Chairman at the General Meeting or, if she is prevented, the person appointed by the board.

 

Item 9b – Resolutions on allocation of the Company's result in accordance with the adopted balance sheet

 

The Board proposes that no dividend be paid for the financial year 2024.

 

Item 10 – Resolution regarding number of Board members and deputy members

The nomination committee proposes that the Board should consist of six members without deputies.

The nomination committee proposes to increase the fees for the board members as follows:

Chairman's annual fee SEK 210,000

Annual fee ordinary member SEK 100,000  

  

Item 12 – Election of Directors, Charman of the Board and vice Chairman

 

The nomination committee proposes re-election of Bertil Lindmark, Roland Andersson, Anders Kronborg, Kristina Masson, Gunilla Savring  and Martin Olovsson.

 

The nomination committee believes that the re-election of Bertil Lindmark, Roland Andersson, Gunilla Savring and Martin Olovsson ensures that the Board as a whole retains an appropriate composition, which enables the continuity of the board's work.

 

The nomination committee proposes Bertil Lindmark as chairman of the board.

 

Item 13 – Resolution on fees to auditors

 

The Nomination Committee proposes that the renumeration to the auditors shall be paid on approved account.

 

Item 14 – Election of auditor

 

The Nomination Committee proposes the re-election of Mazars SET Helsingborg for the time until the next annual general meeting, whereby it is noted that the auditing firm has stated that the authorized auditor Andreas Brodström will be appointed as principal auditor.

Item 15 – Proposal  regarding authorisation for the Board of Directors to resolve to issue shares, convertibles and/or warrants

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, resolve to issue shares, convertibles and/or warrants. An issue may be made against cash payment and/or with a provision for non-cash consideration or set-off or otherwise with conditions in accordance with the Swedish Companies Act. By resolutions based on the authorization, the number of shares may be increased by a number corresponding to a maximum of thirty (30) percent of the outstanding shares in the company at the time when the Board of Directors first exercises the authorization. Such issues may not require amendments to the Articles of Association applicable from time to time. In the event of deviation from the shareholders' preferential rights, an issue based on the authorization shall be made on market terms. The Board of Directors shall also be authorized, subject to the above terms and conditions, to resolve on such other terms and conditions as the Board of Directors deems necessary to carry out the issues.

 

The reason for any deviation from the shareholders' preferential rights shall be to be able to broaden the shareholder base, procure or enable the acquisition of working capital, increase the liquidity of the share, carry out acquisitions of intellectual property rights, carry out acquisitions of company acquisitions or procure or enable the acquisition of capital for company acquisitions.

 

Furthermore, the Board of Directors proposes that the CEO, or a person appointed by the CEO, shall have the right to make any minor adjustments to the resolution that are required for registration with the Swedish Companies Registration Office.

 

A valid resolution under this item requires that the resolution is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

 

Documents

The annual report for the financial year 2024 will be available to the shareholders of the company at the address Henckels Torg 3, 252 36 Helsingborg and on Aqilion's website www.aqilion.com no later than May 6, 2025, and the complete proposal for a decision under item 16 from May 20, 2025 at the latest. The documents are presented by keeping them available at the company and on the company's website. Copies of the documents are sent to shareholders who request it and state their postal address. Please contact Carina Eldh, carina.eldh@aqilion.com to request the documents by post.

 

Shareholders' right to receive information

At the annual general meeting, the board of directors and the managing director, if a shareholder requests it and the board considers that it can be done without significant damage to the company, must provide information about conditions that (i) may affect the assessment of a matter on the agenda, (ii) may affect the assessment of the company's or subsidiary's financial situation or (iii) refers to the company's relationship with another group company.

 

Processing of personal data

For information on how your personal data is processed, please see

https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf

 

 

Helsingborg, April 2025
AQILION AB (publ)
Board of Directors

This is a translation of the Swedish original. In the event of any discrepancy between this translation and the Swedish original, the Swedish version shall prevail.