Pre-Annual General Meeting Information • Jul 16, 2024
Pre-Annual General Meeting Information
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Lund 16th July 2024 EQL Pharma AB Reg. No. 556713-3425
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders of EQL Pharma AB, Reg. No. 556713-3425, are hereby invited to the annual general meeting to be held on Monday 19 August 2024 at 16.00 at the company's premises at Stortorget 1 in Lund.
Shareholders wishing to attend the annual general meeting must:
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Tuesday 13 August 2024. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
A proxy representing a shareholder must bring a written, dated and by the shareholder signed power of attorney to the annual general meeting. The validity term of the power of attorney may be at the longest five years if this is specifically stated. In case no validity term is stated, the power of attorney is valid for at the longest one year. Should the power of attorney be issued by a legal entity, a copy of a registration certificate (Sw. registreringsbevis) or equivalent document shall be presented at the meeting. In order to facilitate the preparations before the meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation. A template power of attorney can be found at the company's website (www.eqlpharma.com/en) and will be sent by mail to the shareholders who request it and state their address.
Lund 16th July 2024 EQL Pharma AB Reg. No. 556713-3425
The Nomination Committe, consisting of Erik Hallengren, representing SEB Fonder, Christer Fåhraeus, representing Fårö Capital AB, and Rajiv I Modi, representing Cadila Pharmaceuticals Limited, proposes that the Chairman of the board of directors, Christer Fåhraeus is elected as Chairman of the meeting.
The board of directors proposes that no dividends are paid and that the available funds are carried forward.
The Nomination Committee proposes that the board of directors shall be composed of six board members for the period until the end of the next annual general meeting. Furthermore, it proposes
Lund 16th July 2024 EQL Pharma AB Reg. No. 556713-3425
that one registered accounting firm, without a deputy auditor, is appointed as auditor for the period until the end of the next annual general meeting.
The Nomination Committee proposes that board remuneration shall be paid with SEK 300,000 to the Chairman of the board of directors (SEK 250,000 previous year) and with SEK 150,000 to each of the other board members who are not permanent employees in the company (SEK 100,000 previous year). Remuneration for committee work is proposed to be SEK 60,000 to the Chairman of the Audit Committee, SEK 30,000 to each of the other members of the Audit Committee, and SEK 40,000 to the Chairman of the Remuneration Committee and SEK 20,000 to each of the other members of the Remuneration Committee.
Furthermore, the Nomination Committee proposes that remuneration to the auditor shall be paid in accordance with approved invoice.
The Nomination Committee proposes that Anders Månsson, Christer Fåhraeus, Linda Neckmar, Per Ollermark and Per Svangren are re-elected as members of the board of directors, that Nikunj A. Shah is elected as new board member and that Christer Fåhraeus is re-elected as Chairman of the board of directors. The current board member Rajiv I. Modi is not available for re-election.
Nikunj Shah (born 1961) is fellow member of Institute of Cost & Management Accountant of India and having over 30 years of post-qualification experience in the fields of Management Accounting, Corporate Budget Planning, Management Information System (MIS), and ERP Systems Implementation. At present, he is Business Head for International Market (finished formulation) at Cadila Pharmaceuticals Limited Ahmedabad, India. He is associated with the company for over 30 years and has worked in various capacity in the areas of Commercial and Strategic business initiative for India market and International market, Corporate Planning, Inventory Management, Production & Productivity and Research and Development. He also worked as Cadila management representative with a leading Hospital in Ahmedabad, India.
Nikunj Shah does not hold any shares in EQL Pharma AB. He is not considered independent in relation to the company, its management or major shareholders given his position in Cadila Pharmaceuticals Limited which is a large supplier to the company and also the company's largest shareholder.
Information on the board members who are proposed for re-election can be found at the company's website (www.eqlpharma.com/en) and in the annual report.
Lund 16th July 2024 EQL Pharma AB Reg. No. 556713-3425
Furthermore, the Nomination Committee proposes, in accordance with the recommendation from the Audit Committee, that Deloitte AB is re-elected as auditor. Deloitte AB has informed that the authorized public accountant Maria Ekelund will continue to be the auditor in charge.
Item 12: Resolution on approval of remuneration report.
The board of directors proposes that the annual general meeting resolves to approve the board of directors' remuneration report for the financial year 2023/2024.
Item 13: Resolution on implementation of a long-term incentive program
The board of directors proposes that the annual general meeting resolves to implement a longterm incentive program for the company's CEO, based on issue of warrants (the "Warrants Program 2024/2028").
To implement the Warrants Program 2024/2028, the board of directors proposes that the annual general meeting resolves on directed issue of warrants, on the following terms and conditions:
Lund 16th July 2024 EQL Pharma AB Reg. No. 556713-3425
As the warrants in the Warrants Program 2024/2028 will be issued to the participant at their fair market value, it is the company's assessment that no social costs will occur for the company as a result of the Warrants Program 2024/2028. The costs related to the Warrants Program 2024/2028 will hence only be composed of limited costs for implementation and administration of the program.
As per the date of the notice, the number of shares in the company amounts to 29,063,610.
In case all warrants issued in connection with the Warrants Program 2024/2028 are exercised for subscription of new shares, a total of 100,000 new shares will be issued, which corresponds
Lund 16th July 2024 EQL Pharma AB Reg. No. 556713-3425
to a dilution of approximately 0.34 per cent of the company's share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under the Warrants Program 2024/2028. The dilution had only had a marginal effect on the key figure earnings per share for the financial year 2023/2024.
There are currently outstanding incentive programs in the company in the form of four warrant programs through which a maximum of 732,000 new shares may be issued if all warrants issued and held by participants are exercised for subscription of shares. If all warrants issued and held by participants and are proposed to be issued under Warrants Program 2024/2028 are fully exercised for subscription of shares, a total of 832,000 new shares will be issued, which corresponds to a total dilution of approximately 2.78 per cent of the company's share capital and votes after full dilution.
The above calculations regarding dilution and impact on key ratios are subject to re-calculation of the warrants in accordance with the customary recalculation terms set out in the complete terms and conditions for the warrants.
The proposal for the Warrants Program 2024/2028 has been prepared by the board of directors in consultation with external consultants.
For a valid resolution on the proposal pursuant to item 13, the proposal has to be supported by shareholders representing at least nine tenths of the votes cast as well as of all shares represented at the annual general meeting.
The shareholders are reminded of their right to require information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
Accounting documents, the audit report, the board of directors' remuneration report, the statement by the auditor on the compliance of the applicable guidelines for remuneration to senior executives, complete proposals for resolutions and other documents for the annual general meeting, will be available at the company's office, at Stortorget 1, SE-222 23, Lund, Sweden, and on the company's website (www.eqlpharma.com/en) as from no later than three weeks before the annual general meeting, and will also be sent to shareholders who request it and provide their address. Copies of the documents will also be available at the annual general meeting.
As of the date of this notice to attend the general meeting, the total number of shares and votes in the company amounts to 29,063,610. The company does not hold any own shares.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund 16th July 2024 EQL Pharma AB Reg. No. 556713-3425
___________________ Lund in July 2024 EQL Pharma AB (publ) The Board of Directors
For additional information, please contact:
Axel Schörling President and CEO EQL Pharma AB (publ)
Phone: +46 (0) 763 – 17 90 60 Mail: [email protected] Website: www.eqlpharma.com
The information was submitted, through the agency of the contact person set out above, for publication on 16 th July 2024.
EQL Pharma AB specializes in developing and selling generics, i.e., drugs that are medically equivalent to original drugs. The company currently has more than 40 niche generics (i.e., generics with limited competition apart from the original drug) launched in the Nordic markets. In addition to these, there is a significant pipeline of additional niche generics for launch in 2024 and beyond. The business is currently focused entirely on prescription drugs, including hospital products, in the Nordics and selected European markets. EQL Pharma AB has its operations in Lund and is listed on Nasdaq Stockholm. EQL Pharma AB carries out extensive development work in collaboration with leading contract manufacturers and major pharmaceutical companies in the EU and Asia, among others.
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