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Notice to Annual general meeting in Bluefish Pharmaceuticals AB (publ)
REGISTRATION AND NOTIFICATION
Shareholders who wish to attend the annual general meeting shall be recorded in the share register maintained by Euroclear Sweden AB on Tuesday 8 May, 2018, and shall notify the Company of their intention to attend the general meeting, and if applicable, the number of (no more than two) advisors to accompany the shareholder no later than Tuesday 8 May, 2018 at 12.00 pm CET.
The notification shall be made on the Company’s website, www.bluefishpharma.com, by e-mail tanya.hesse@bluefishpharma.com, by telephone 08-519 116 00 or by letter to Bluefish Pharmaceuticals AB, Gävlegatan 22, 113 30 Stockholm. Mark the envelop “General Meeting”. The notification shall state the name, personal identification number or company registration number, address and telephone number.
NOMINEE REGISTERED SHARES
Shareholders with nominee registered shares through a bank or other nominee must, in order to be entitled to participate at the annual general meeting, temporarily have their shares re-registered in their own name with Euroclear Sweden AB. Such re-registration must be duly effected no later than on Tuesday May 8, 2018. This implies that shareholders who wish to make such re-registration must inform their nominees well before such date.
REPRESENTATIVE
Shareholders represented by a counsel must issue a signed and dated power of attorney in writing for their representative. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration, or a corresponding document of authority, of that legal entity must be attached. The power of attorney in original, and any certificate of registration of the legal entity should be submitted to the Company at the address above well before the annual general meeting.
A form of power of attorney in Swedish will be made available on the Company’s website, www.bluefishpharma.com, and provided to shareholders upon request.
PROPOSED AGENDA
- Opening of the meeting
- Election of a chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda for the general meeting
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- CEO presentation
- Presentation of the annual report and the auditor’s report, the consolidated annual report and the consolidated auditor’s report
9.Resolutions:
- regarding adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet
- regarding allocation of the Company’s profit or loss in accordance with the adopted balance sheet
- regarding discharge from liability of the directors and the managing director
- Resolution regarding the number of directors of the board, deputy directors of the board and auditors
- Resolution regarding the remuneration to the board of directors and to the auditors.
- Election of directors of the board and auditors
- Closing of the meeting.
PROPOSAL FOR RESOLUTIONS
Resolution concerning allocation of the Company’s profit or loss (Item 9 (b))
The board of directors proposes that the result brought forward in the amount of SEK -10 203 417, including 2017 year’s loss of SEK -59 105 771, shall be carried forward.
Resolution regarding the remuneration to the board of directors and to the auditors (Item 11)
The board of directors proposes that no remuneration shall be paid to the board of directors, for the period until the end of the next annual general meeting. The board of directors proposes that the auditor’s fee shall be paid as per approved invoice.
Election of directors of the board and auditors (Item 12)
The board of directors proposes, for the period until the end of the next annual general meeting, re-election of Erika Kjellberg Eriksson, Gerald Engström, Karl Karlsson and Nivedan Bharadwaj as ordinary directors of the board. Gerald Engström is proposed to be elected as chairman of the board of directors.
The board of directors proposes, for the period until the end of the annual general meeting, re-election of the accounting firm EY as auditor, with Anna Kristina Svanberg as principle auditor.
Information at the Annual General Meeting
The board of directors and the chief executive officer shall at the annual general meeting, if any shareholder so requests and the board of directors deems that it can be made without significant harm to the Company, provide information regarding circumstances which may affect the assessment of a matter on the agenda and circumstances which may affect the assessment of the Company’s financial situation. The information requirement also regards the Company's relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries which are referred to in the previous sentence.
documents
The annual accounts and auditor's report for the financial year 2017 together with a proxy form will be available to the shareholders at the Company’s office at Gävlegatan 22, Stockholm and on the Company’s website, www.bluefishpharma.com, at least two (2) weeks before the annual general meeting and at the annual general meeting. Complete proposals are stated under each item in this notice.
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Stockholm in April 2018
Bluefish Pharmaceuticals AB (publ)
The board of directors
The English text is an informal translation solely for convenience purposes. In case of inconsistencies between the Swedish and the English text, the Swedish text shall prevail.
Bluefish Pharmaceuticals AB +46 8 51911600info@bluefishpharma.com
About Bluefish Pharmaceuticals
Bluefish has undergone significant international expansion since the company was founded in 2005. Bluefish focuses on the development, manufacture and sale of generic pharmaceuticals. The company conducts marketing operations in a large number of European markets and is expanding into territories outside Europe. The product portfolio consists of a total of approximately 80 products and is growing.
www.bluefishpharma.com