The shareholders of ODI Pharma AB (publ), 559223-1392, are hereby summoned to the Annual General Meeting on Friday, December 13, 2024, at 10:00 AM at the company’s premises at Östermalmstorg 1, 114 42 Stockholm. This notice replaces the notice published by the company on November 12, 2024. The Board of Directors has decided to propose an authorization for the Board to decide on issues of shares, similar to what was proposed at the Extraordinary General Meeting on November 19. Only item 12 has been added; the notice remains otherwise unchanged. Below is the updated notice in its entirety.
Right to participate and registration
Shareholders who wish to attend the Annual General Meeting shall
- be included in the Euroclear Sweden AB share no later than Thursday the 5th of December 2024, and
- sign up to the company no later than Monday the 9th of December 2024, by e-mail to info@odipharma.com. The notification should state the full name, personal or corporate identity number, shareholding, address, daytime telephone number and, if applicable, information about the deputy or assistant (maximum 2) must be provided. The application should, where appropriate, be accompanied by proxies, registration certificates and other authorization documents.
Nominee registered shares
A shareholder who has its shares registered with a nominee must, in order to be entitled to participate in the general meeting, have the shares registered in its own name through the nominee, so that the shareholder is registered in the share register kept by Euroclear Sweden AB on the record date of Thursday the 5th of December 2024. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's routines, request that the nominee make such voting rights registration. Registration of voting rights that have been requested by shareholders at such a time that the registration has been made by the relevant nominee no later than Monday the 9th of December 2024 will be taken into account in the production of the share register.
Proxy etc.
If a shareholder is to vote through a proxy, a written, dated and signed proxy by the shareholder must be provided at the Annual General Meeting. The proxy may not be older than one (1) year, unless longer validity (maximum of five (5) years) is stated in the proxy. A copy of the proxy should be provided and sent in with the registration to participate in advance to facilitate an easier passing at the Annual General Meeting. If the proxy is issued by a legal entity, the current registration certificate or equivalent authorization document for the legal entity must also be attached. Proxy forms are kept available on the company's website www.odipharma.com and will be sent by post to shareholders who contact the company and state their address.
The number of shares and votes
The number of outstanding shares and votes in the company amounts to 15,220,000 at the time of this notice. The company does not hold any of its own shares.
Proposed agenda:
- The meeting opens;
- Election of a chairman of the meeting;
- Preparation and approval of the voting register;
- Approval of the agenda;
- Election of one or two persons to attest the minutes;
- Determination of whether the meeting was duly convened;
- Presentation of the annual report and auditor’s report;
- Resolutions regarding
- adoption of the income statement and the balance sheet;
- allocation of the company’s result according to the adopted balance sheet;
- discharge from liability for board members and the managing director;
- Determination of the number of members in the board of directors, alternate members, and the number of auditors and alternate auditors;
- Determination of fees for members of the Board of Directors and the auditors;
- Election of the Board of Directors and accounting firm or auditors;
- The Board of Directors' proposal for a resolution on authorization to decide on share issues.
- The Annual General Meeting closes.
Decision proposals in brief:
Allocation of the company’s result (item 8b)
The Board of Directors proposes to the Annual General Meeting to dispose of the company's result according to the Board's proposal in the annual report. The Board also proposes that no dividend be paid for the financial year 2023/2024.
Determination of fees for members of the Board of Directors and auditors (item 10)
Shareholders of the company have announced that they propose that board remuneration should amount to 100,000 SEK for Volker Wiederrich, Jan-Mark Edewaard and Karina Kilinski. Furthermore, it is proposed that board remuneration should amount to 1,000,000 SEK for the board member Malcolm Allan. Additionally, it is proposed that board remuneration should amount to 75,500 SEK for the board member Gösta Lidén.
Furthermore, the Board of Directors has proposed that auditor’s fees should be paid according to approved invoice in accordance with customary charging standards.
Election of the board of directors and accounting firm or auditor (item 11)
Shareholders of the company propose that Karina Kilinski and Gösta Lidén are re-elected as ordinary board members. Furthermore, Malcolm Allan, who is also proposed for the extraordinary general meeting to be held on November 19th, is proposed as a board member as well as Jan-Mark Edewaard. It is proposed to re-elect Volker Wiederrich as an ordinary board member and as Chairman of the Board.
Derek Simmross has declined re-election.
Furthermore, the Board of Directors has proposed that the company's audit firm Örhlings PriceWaterhouseCoopers AB shall be re-elected until the end of the Annual General Meeting that will be held next financial year.
Description of Jan-Mark Edewaard
Mr. Edewaard holds a bachelor's degree in Management, Economics & Law. After having worked in a variety of finance positions, he was active as an internal auditor in two large international corporations for a period of time. In 2009 Mr. Edewaard took responsibility for Finance and Accounting in a Dutch ship owning company. In 2011 he moved to an associated company, also active in chemical tanker shipping, to take on the role of CFO. Mr. Edewaard contributed strongly to the development of that company, in close cooperation with the CEO. Until 2019 he remained in the position of CFO and for the past 5 years in the position of General Manager.
The Board of Directors' proposal for a resolution on authorization to decide on share issues (item 12)
The Board of Directors proposes that the general meeting resolves to authorize the Board of Directors to decide on the issue of a maximum number of shares within the limits of the Articles of Association, with or without deviation from the shareholders' preferential rights. The authorization shall be exercisable on two occasions, until the annual general meeting in 2025 at the latest, to issue shares to those who did not receive full subscription in the rights issue and for any guarantee compensation to guarantors in the rights issue. The Board of Directors shall be authorized to decide on the detailed terms of the issue on each occasion.
In order for the company's current shareholders not to be disadvantaged in relation to the external investor(s) who may subscribe for shares, the board of directors finds it appropriate that the issue, with deviation from the shareholders' preferential rights, shall be made at the board of directors' market-based subscription price, subject to a market-based issue discount where applicable. In addition to cash payment, payment may also be made in kind or by set-off, or otherwise with conditions.
A resolution in accordance with this proposal requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
Personal data
Personal information obtained from the share register kept by Euroclear Sweden AB, notification of participation in the meeting and information on deputies, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, if applicable, minutes of the meeting.
Other
The annual report, as well as the auditor's report for the company and the group, as well as complete proposals for decisions and proxy forms, will be available at the company's office at Östermalmstorg 1, 114 42 in Stockholm as well as on the Company’s website (www.odipharma.com) three (3) weeks prior to the Annual General Meeting and will be sent to the shareholders who request it and state their postal address.
Shareholders have the right to request information in accordance with chapter 7, section 32 of the Swedish Companies Act (2005: 551). Requests for information in advance of the annual general meeting must be made in writing by email to info@odipharma.com. The information is provided by being kept available at Östermalmstorg 1, 114 42 Stockholm and on the company’s website, www.odipharma.com. The information will in such a case also be sent within the same time to the shareholder who has requested it and provided one’s address.
Stockholm in November 2024
ODI Pharma AB (publ)
THE BOARD
This is an unofficial translation of a notice to the Annual General Meeting in ODI Pharma AB (publ), originally drafted in Swedish. In case of any discrepancies between the Swedish original and this translation, the Swedish version shall prevail.
For more information on ODI Pharma, please contact:
Volker Wiederrich, Chairman, ODI Pharma AB
E-mail: info@odipharma.com
ODI Pharma AB
ODI Pharma, based on its European network, subsidiaries and affiliates, is a producer and representative of finished pharmaceutical cannabis products with a focus on distribution to the medical cannabis market in Europe through its subsidiary ODI Pharma Polska Sp. z o.o. ODI Pharma intends to provide a high-quality product at a competitive price compared to competitors in Poland, thereby becoming the number one provider of medical cannabis in Poland. ODI Pharma also strives to be on the forefront of understanding the medical applications of the product as well as introducing new, innovative products to the European patients in need. The Company will continue to team up with the most knowledgeable and best renown partners in the industry to achieve its goals.