Notice to the Annual General Meeting concluding the year 2024
NOTICE OF ANNUAL GENERAL MEETING IN ILYA PHARMA AB (PUBL)
The shareholders in Ilya Pharma AB (publ) corp. reg. no 559062-6015 (the “Company”) are hereby convened to an Annual General Meeting on Monday 30 June 2025, at 16.00 at the Company’s premises on Dag Hammarskjölds väg 36b in Uppsala.
Notice etc.
Shareholders who wish to participate in the Annual General Meeting must:
- be registered in the share register per the day of the Annual General Meeting, 30 June 2025, and
- notify his or her intention to attend the Annual General Meeting to the Company no later than Friday 27 June 2025, by mail to Dag Hammarskjölds väg 36b, 752 37 Uppsala or by e-mail to agm@ilyapharma.se, stating “Annual General Meeting”.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number, address and telephone number, number of shares, details on advisors (no more than two), if any, and, where applicable, details of representatives or proxies.
Proxy
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The original power of attorney and certificate of registration should be submitted to the Company by mail at 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 power of attorney form at request and on the Company’s website, www.ilyapharma.se.
Number of shares and votes
As of the date of this notice, there are a total of 38 739 018 shares and votes in the Company.
Proposed agenda
1. Opening of the general meeting and election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Election of persons to verify the minutes
4. Determination as to whether the meeting has been duly convened
5. Approval of the agenda
6. Presentation of the annual report and the auditor’s report
7. Resolutions on:
a. Adoption of the income statement and the balance sheet
b. Allocation of the Company’s result according to the adopted balance sheet
c. Discharge from liability for each of the members of the Board of Directors and the CEO
8. Determination of remuneration to the Board of Directors and the auditor
9. Election of members of the Board of Directors
10. Election of auditor
11. Resolution on nomination committee
12. Resolution on authorisation to the Board of Director
13. Acknowledgement of divestment of shares in Nordic Bioanalysis AB
14. Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The nomination committee, will elect a chairman of the general meeting or, in their absence, the person will be otherwise appointed by the Board of Directors.
Item 7b – Allocation of the Company’s results according to the adopted balance sheet
The Board of Directors proposes that no dividends shall be paid and that the Company’s result is carried forward to a new account.
Item 8 – Determination of remuneration to the Board of Directors and the auditor
The nomination committee proposes that the Annual General Meeting determines that remuneration shall be paid to the chairman with SEK 300,000 and to other members of the Board of Directors with SEK 150,000.
The nomination committee proposes that remuneration to the auditor is paid according to approved invoice.
Item 9 – Election of members of the Board of Directors
The nomination committee will present its proposal for election of members of the Board of Directors and deputy directors, if any, and the chairman of the Board of Directors. The nomination committee’s proposal will be sent to the shareholders by e-mail and will be available at the Company’s website.
Item 10 – Election of auditor
The nomination committee proposes that PriceWaterhouseCoopers AB is appointed as auditor of the Company, with Lars Kylberg as chief auditor.
Item 11 – Resolution on nomination committee
The Board of Directors proposes that the Annual General Meeting resolves to establish a nomination committee for the next Annual General Meeting, which is to be appointed according to the following principles, and that the Annual General Meeting adopts instructions for the work of the nomination committee as set out below. The principles and instructions are proposed to apply until further notice and until a new resolution on nomination committee is resolved by the Annual General Meeting.
Principles for appointing the members of the nomination committee
The general meeting mandates the chairman of the Board of Directors to contact the four largest shareholders in terms of voting power according to the share register as per 1 September in the year that precedes the year of the next Annual General Meeting, whereupon each of them appoints a member of the nomination committee. In the event that any of the four largest shareholders does not wish to appoint a member of the nomination committee, the fifth largest shareholder shall be approached, and so forth, until the nomination committee consists of four members. The nomination committee appoints the chairman of the committee.
The term of office for members appointed to the nomination committee shall run until a new nomination committee has been appointed. If a member leaves the nomination committee before its work is completed and the nomination committee considers that there is a need to replace this member, the nomination committee shall appoint a new member in accordance with the principles described above, but based on the share register at a date occurring as soon as possible after the member left the nomination committee.
Duties of the nomination committee
The nomination committee shall consider the interests of all shareholders and is the general meeting’s preparatory body in election matters. The nomination committee shall further promote the evaluation of the Board of Directors’ work in the course of the past year, both in respect of function and in respect of achievements.
The nomination committee shall prepare and present proposals regarding the following items for the next Annual General Meeting.
- Election of the chairman at the general meeting.
- Resolution on the number of board members.
- Resolution on the fees and other remuneration to the Board of Directors, divided between the chairperson and other members.
- Resolution on the fees to the auditor.
- Election of members of the Board of Directors and chairperson.
- Election of auditors.
- Proposal for principles for the composition and instructions regarding work of the nomination committee in preparation for the next Annual General Meeting.
The work model of the nomination committee
The nomination committee shall meet as often as is necessary for the nomination committee to fulfill its duties, but at least once per year. Notices convening meetings are issued by the chairperson of the nomination committee. If a member requests that the nomination committee be convened, the request shall be complied with.
The nomination committee is quorate if at least three members are present. Resolutions of the nomination committee shall be adopted by a simple majority of the members present and, in the event of a tied vote, the chairperson shall have the casting vote.
Remuneration
No remuneration shall be paid to the members of the nomination committee. However, any necessary and reasonable expenses incurred in connection with the nomination committee's work shall be borne by the Company.
Item 13 - Acknowledgement of divestment of shares in Nordic Bioanalysis AB
The Board of Directors proposes that the Annual General Meeting approves the Boards Decision of the divestment of all remaining shares, 79%, in Nordic Bioanalysis AB, corporate identity number 556802-6875 in accordance with the share purchase agreement entered into with the buyer in March 2025.
The shareholders’ right to information at the General Meeting
The Board of Directors and the managing director shall, upon the request by a shareholder, and where the Board of Directors believes that such may take place without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company’s financial position. Shareholders can submit questions in advance to the Company, to the address Dag Hammarskjölds väg 36b, Uppsala or through e-mail to evelina.vagesjo@ilyapharma.se. Shareholders are invited to an online company update meeting offered in both English at 16.00 and Swedish at 17.00 the 26th of June.
Documents
Documentation in accordance with the Swedish Companies Act will be held available at the Company and at the Company’s website, www.ilyapharma.se, no later than three weeks before the meeting, i.e., 10 June 2025. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address.
Uppsala in June 2025
Ilya Pharma AB (publ)
The Board of Directors