Notice of annual general meeting of AroCell AB (publ)

The shareholders of AroCell AB (publ), corporate identity number 556596-6107, are hereby summoned to the annual general meeting on 3 June 2015, 13:00, at Uppsala Business Park, Ivan Rothlin-salen, Rapsgatan 7 in Uppsala.

Right of participation
Shareholders who wish to attend the meeting must be recorded in the share register maintained by Euroclear Sweden AB on 28 May 2015 and must notify the company of their intention to participate in the meeting no later than 16:00 on that date.

In order to be able to participate in the meeting, shareholders whose shares are held in the name of a nominee must temporarily register their shares in their own name with Euroclear Sweden. This registration must be complete by 28 May 2015. This means that shareholders must notify their request to the nominee in good time before this date.

Notification of participation
Notification must be made in writing to AroCell AB (publ), Virdings allé 32B, SE-754 50 Uppsala, by e-mail to info@arocell.com or by telephone on +46 (0)730-746800. The notification must include shareholding, name, address, personal or corporate identity number and daytime telephone number.
If a shareholder intends to be represented by a proxy, a proxy form and other authorisation documents must be enclosed with the notification. Original versions of authorisation documents must be able to produced at the meeting on request. A proxy form will be available, no later than three weeks before the meeting, on the company’s website www.arocell.com and will also be sent to shareholders who so request and provide their postal address.

Proposed agenda

  1. Opening of the meeting
  2. Election of meeting chairperson
  3. Preparation and approval of the voting list
  4. Election or one or two person(s) to verify the minutes
  5. Determination of whether the meeting has been duly convened
  6. Approval of the agenda
  7. Speech by the CEO
  8. Presentation of the annual accounts and auditor’s report
    1. Resolution regarding adoption of the income statement and balance sheet
    2. Resolution regarding allocation of the company’s profit or loss in accordance with the adopted balance sheet
    3. Resolution regarding discharge from liability for members of the Board of Directors and the CEO
  9. Resolution regarding number of board members, auditors and deputy auditors
  10. Determination of board and auditor’s fees
  11. Election of the Board of Directors
  12. Election of auditor(s)
  13. Resolution regarding instructions and rules of procedure for the nominating committee
  14. Resolution regarding authorisation for the Board of Directors to issue shares, warrants or convertibles.
  15. Authorisation for the CEO to make the formal adjustments to resolutions pursuant to item 14 that may prove necessary in connection with registration and implementation thereof
  16. Close of meeting

Proposals

Item 8b: Resolution regarding the company’s profit or loss
The Board of Directors proposes that no dividend is paid for the 2014 financial year and that unappropriated earnings are dealt with in accordance with the proposal in the administration report.

Item 2, 9-12: Election of meeting chairperson, Board of Directors and auditor, and determination of fees
Shareholders representing around 22% of the shares and the votes in the company have notified the following proposals:
that Jan Mellberg shall be elected as meeting chairperson
that the Board of Directors shall comprise five ordinary members
that one auditor shall be appointed without a deputy
that the board fee shall be SEK 150,000 for the chairman and SEK 50,000 for other board members
that the auditor’s fee shall be based on an approved invoice
that Erik Walldén, Håkan Englund, Staffan Eriksson and Jan Mellberg shall be re-elected and
that Carl Blomqvist shall be elected as a new member of the Board
that Erik Walldén shall be elected as chairman of the Board of Directors

The Board of Directors proposes that Björn Ohlsson shall be re-elected as auditor.

Item 13: Resolution regarding Instructions and rules of procedure for the nominating committee
The Board of Directors proposes that the annual general meeting passes a resolution to establish a nominating committee ahead of the annual general meeting 2016. It is proposed that the nominating committee shall comprise three members, being representatives of the two largest shareholders at 30 September 2015 together with the chairman of the Board. If a shareholder should decline, the offer is passed to the shareholder with the next-largest shareholding. No fee shall be paid to members of the nominating committee. It is further proposed that the annual general meeting shall adopt the proposed Instructions and rules of procedure for the nominating committee, which will be available on the company’s website.

Item 14: Authorisation for the Board of Directors to issue shares, warrants or convertibles
The Board of Directors proposes that the annual general meeting shall authorise the Board of Directors, on one or more occasions before the next annual general meeting, to pass a resolution to implement a new issue of shares or an issue of convertibles or warrants, with or without waiver of shareholders’ preference rights. The issue may be made against payment in cash, in kind or offset, or on other market terms specified by the Board of Directors.

The number of shares, convertibles or warrants that may be issued pursuant to the authorisation shall be limited only by what is laid down in the articles of association concerning the limits for share capital and the number of shares at any time.
If the Board of Directors decides to conduct an issue without preference rights for shareholders, this must be done with a view to broadening the ownership, procuring or facilitating the procurement of working capital, increasing the liquidity of the share, making acquisitions, or procuring or facilitating the procurement of capital for acquisitions. In the event of a resolution to carry out share issues without preference rights for shareholders, the issue price shall be the market price at the time the resolution is passed concerning the issue.
To be valid, resolutions in accordance with the above require the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the annual general meeting.

Other information
The annual accounts, administration report and complete paperwork for the meeting will be available from the company and on the company’s website at least three weeks before the annual general meeting. The documents will be sent on request to shareholders who provide their postal address. If any shareholder so requests and the Board of Directors considers it possible without detriment to the company, the Board of Directors and the CEO shall provide information at the annual general meeting on circumstances that may influence the evaluation of a matter on the agenda and circumstances that may influence the evaluation of the company’s financial situation.

Uppsala, May 2015
AroCell AB (publ)
The Board of Directors

AroCell AB (publ) in brief
AroCell AB (publ) is a Swedish company located in Uppsala. AroCell’s technology is based on an innovative method for measuring how quickly cells divide in the body, which can provide a measure of how aggressive a cancer tumour is. This is done using a simple blood sample and a laboratory test. The test, TK 210 ELISA, provides clinically valuable information to assess prognosis, monitoring the effectiveness of cancer treatment, and treatment optimisation. The test is also ideal for following up and checking for possible recurrence. AroCell is listed on the AktieTorget marketplace in Sweden and has around 1,650 shareholders. Website: www.arocell.com.