Shareholders who wish to participate in the general meeting must:
Such notification shall include the shareholder’s name, personal identification number or corporate registration number, number of shares, address and telephone number, details on advisors (no more than two), if any, and, where applicable, details of representatives or proxies.
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a copy of the certificate of registration or equivalent must be attached. The power of attorney may not be valid for a period exceeding five years from its issuance. The original power of attorney and certificate of registration should be submitted to the Company by mail to the address mentioned above in due time prior to the general meeting. Alternatively, the original power of attorney and certificate of registration may be brought and presented at the general meeting. The Company provides a proxy form at request and on the Company’s website, www.neodynamics.com.
As of the date of this notice, there is a total of 120,501,184 shares and votes in the Company.
Item 1 – Election of chairman of the general meeting
The nomination committee proposes that Ingrid Salén is appointed as chairman of the annual general meeting, or in the event that she in unable to attend, the person appointed by the nomination committee in her place.
Item 7b – Resolution on dispositions regarding the company’s result
The board proposes that no dividends are paid for the financial year 2022 and that the Company’s result is retained in the business.
Item 8 – Resolution on the number of board members, auditors, and deputies
The nomination committee proposes that the board shall consist of four (4) ordinary members without deputy members. The nomination committee further proposes that one auditor, without deputy auditors, is appointed.
Item 9 – Determination of remuneration to the board and the auditor
The nomination committee proposes that the remuneration shall remain the same as the previous year, paid with SEK 200,000 to the chairman of the board, and with SEK 125,000 to each other member of the board. The nomination committee further proposes that remuneration is paid to the auditor in accordance with approved invoice.
Item 10 – Election of board and auditor
The nomination committee proposes reelection of Carina Bolin, Claes Pettersson, Ingrid Salén and Matthew E. Colpoys, Jr. as board members for the period until the end of the next annual general meeting. The nomination committee proposes that Ingrid Salén is reelected as chairman of the board.
For the period until the end of the next annual general meeting, the nomination committee proposes election of Ernst & Young AB (EY) as auditor, with Jakob Wojcik as principal auditor.
Item 11 – Resolution regarding (A) introduction of “NeoDynamics AB 2023 Stock Option Plan”, (B) directed issue of warrants and (C) approval of transfer
The board of directors proposes that the general meeting resolves (A) on the introduction of “NeoDynamics AB 2023 Stock Option Plan” (the “Employee Stock Option Program”), (B) on a directed issue of warrants to the Company to ensure the Company’s delivery of shares according to the Employee Stock Option Program and (C) on approval of transfer of warrants or shares in the Company to participants in the Employee Stock Option Program.
It is considered essential and in all shareholders’ interest that the Company’s existing and future employees in the United States, who are and will be important for the Company’s further development, have a long-term interest in an increase of the value of the Company’s shares. Without being able to offer a personal long-term ownership commitment, it can also be expected to be difficult to recruit and retain key personnel and other personnel. A personal long-term ownership commitment can be expected to contribute to an increased interest in the Company's operations and results as well as raise the participants’ motivation and sense of community with the Company and its shareholders.
The board of directors proposes that the general meeting resolves on the introduction of the Employee Stock Option program.
The proposal for full terms and conditions for the Employee Stock Option Program is available on request from the Company and contains the following main terms:
To enable the Company's delivery of shares under the Employee Stock Option Program, it is further proposed that the general meeting resolves on a directed issue of no more than 1,700,000 warrants according to the following terms:
It is finally proposed that the general meeting resolves to authorize the Company to transfer warrants or shares in the Company to participants in the Employee Stock Option Program, or otherwise dispose of the warrants to fulfil the Company's obligations arising from the Employee Stock Option Program.
The board of directors, or the person appointed by the board, is proposed to be authorized to make the minor adjustments required for registration and execution of the resolutions according to (A) - (C) above.
Item 12 – Resolution on authorization (rights issue)
The board of directors proposes that the annual general meeting authorizes the board of directors, for the time until the next annual general meeting, whether on one or several occasions, to resolve on issues of shares, warrants and/or convertible instruments. The board of directors shall be able to resolve on issues of shares, warrants and/or convertible instruments. Any such issue shall be with preferential rights for the shareholders.
Item 13 – Resolution on authorization (directed issue)
The board of directors proposes that the general meeting authorizes the board of directors to, on one or several occasions during the period up to the next annual general meeting, increase the Company’s share capital through issues of new shares, warrants and/or convertible instruments, with or without provisions on payment by non-cash consideration and/or by way of set-off or other provisions. The board of directors shall not be able to make decisions that mean that the amount by which the share capital is increased corresponds to more than fifty (50) percent of the total share capital in the Company when the authorization is utilized for the first time.
The purpose of the authorization and the reason to propose that the board of directors shall be authorized to resolve on issues with deviation from the shareholders’ pre-emption rights is to give the board of directors flexibility in the work of ensuring that the Company shall be able to raise capital to finance the operations and to enable continued expansion, alternatively to enable a broadening of the ownership of the Company with one or several owners of strategic importance to the Company.
An issue in accordance with this authorization shall be on market conditions. The board of directors shall be entitled to decide on additional terms and conditions for issues under this authorization and who shall be entitled to subscribe for the shares, warrants and/or convertible instruments. If the board of directors deems it appropriate to facilitate the delivery of shares in connection with an issue in accordance with this authorization, the issue may also take place at a subscription price which correspond to the quota value of the shares (provided that the Company ensures through relevant agreements that market compensation is received for the issued shares).
A resolution in accordance with the proposal under item 11 above requires that it is supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting.
A resolution in accordance with the proposal under item 13 above requires that it is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that this can be done without significant damage to the Company, provide information at the annual general meeting on circumstances that may affect the assessment of a matter on the agenda and the Company's financial situation.
The annual report and the auditor's report as well as other documents in accordance with the Swedish Companies Act will be available at the Company at Lejonvägen 14, 181 32 Lidingö and on the Company's website, www.neodynamics.com, no later than three weeks before the annual general meeting. The documents are also sent free of charge to shareholders who so request and who provide their address. The documents will also be available at the annual general meeting.
For information regarding the processing of personal data, please refer to the policy available on Euroclear Sweden AB’s website:
Lidingö in April 2023
NeoDynamics AB (publ)
The board of directors
This disclosure contains information that NeoDynamics is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 24-04-2023 16:22 CET.