Symrise AG (“Symrise”) has declared its public tender offer to the shareholders of Probi AB (publ) (“Probi”) unconditional and controls more than 90 per cent of the total number of shares and votes in Probi. Against this background, the shareholders of Probi reg. no. 556417-7540, are hereby officially convened to an Extraordinary General Meeting (“EGM”) which will be held on 13 February 2025 at 15:00 at Probi HQ, Ideongatan 1A, Lund, Sweden.
The Board of Directors has decided that shareholders shall be able to exercise their voting rights at the EGM also by postal voting in accordance with the provisions in Probi’s Articles of Association.
Right to participate, notification of participation and postal voting
A shareholder who wishes to attend the meeting room or who wishes to exercise its voting rights by postal voting must be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB as per 5 February 2025; and must
(i) in the event of participation in the meeting room: give notice of participation to the company no later than 7 February 2025.
Notification of participation is to be made by regular post to Probi AB (publ) "Extraordinary General Meeting 2025", Att: Sofie Forsman, Ideongatan 1A, SE-223 70 Lund, Sweden, by e-mail to bolagsstamma@probi.com or by telephone to +46 734-22 29 62. The application must include the shareholder’s name, personal identification number or corporate registration number and, where applicable, the number of advisors (maximum two) intending to participate in the meeting.
(ii) in the event of participation by postal voting: give notice of participation by submitting its postal vote to the company no later than 7 February 2025, so that the postal vote is received by Probi no later than that day.
A special form shall be used for postal voting. The form is available on the company’s website www.probi.com. The completed and signed form may be sent by post to Probi AB (publ) "Extraordinary General Meeting 2025", Att: Sofie Forsman, Ideongatan 1A, SE-223 70 Lund, Sweden or by email to bolagsstamma@probi.com.
Shareholders may not provide special instructions or conditions to the postal vote. If so, the postal vote (in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Anyone who wishes to attend the meeting room in person or through a proxy, must give notice in accordance with the instructions stated under (i) above. Hence, a notice of participation only through postal voting is not sufficient for those who wish to attend the meeting room.
If the shareholder is represented by proxy, a written and dated power of attorney signed by the shareholder must be issued for the representative. Forms of power of attorney are available on the company’s website, www.probi.com. If the shareholder is a legal entity, a certificate of incorporation, or corresponding authorization document, must be attached. The power of attorney together with any registration certificate and other authorization documents should be sent to the company at the address set out above in connection with the notice of participation or, if applicable, postal voting.
Nominee-registered shares
In order to be entitled to participate in the EGM, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the EGM, register its shares in its own name so that the shareholder is listed in the presentation of the share register as of 5 February 2025. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations that have been made by the nominee no later than 7 February 2025 will be taken into account in the presentation of the share register.
Proposed agenda
1. Opening of the meeting
2. Election of Chairperson of the meeting
3. Preparation and approval of the list of shareholders entitled to vote at the meeting
4. Approval of the agenda
5. Election of person(s) to approve the minutes
6. Determination of whether the meeting has been duly convened
7. Determination of the number of Board members
8. Determination of fees to new Board members
9. Election of members of the Board
10. Election of Chairperson of the Board
11. Closing of the meeting
Election of Chairperson of the meeting (item 2)
The Board of Directors proposes that Madeleine Rydberger will be the chairperson of the meeting.
Preparation and approval of the list of shareholders entitled to vote at the meeting (item 3)
The voting list proposed for approval is the voting list prepared by the company, based on the shareholders’ register for the EGM prepared by Euroclear Sweden AB, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Elections to the Board and fees (items 7-10)
Symrise proposes that the EGM resolves in accordance with the following:
Other
The proxy form and postal voting form are available at the company’s website and will be distributed free of charge to shareholders who so request and state their postal address.
The Board of Directors and the Chief Executive Officer shall, if any shareholder so requests, and if the Board of Directors considers that this can be done without significant harm to the company, provide information on circumstances that may affect the assessment of an item on the agenda.
At the time of publication of this notice, the total number of shares in Probi amounts to 11,394,125, corresponding to an equal number of votes. Probi does not hold any own shares.
Processing of personal data
For information about the processing of your personal data, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
January 2025
Board of Directors of Probi AB (publ)
For further information, please contact:
Anita Johansen, CEO, Probi, Telephone: +46 (0)723 99 48 21, anita.johansen@probi.com
ABOUT PROBI
Probi® is a global biotics solutions company, focused on researching, manufacturing, and delivering biotics for supplements and functional food. Founded on science, and together with customers and research partners, Probi is striving towards a future in which as many people as possible can take control of their gut microbiome - so that they can live better lives for longer. Since its founding in 1991 at Sweden’s Lund University, Probi has expanded its operations to more than 40 markets, and holds almost 400 patents globally. Probi had sales of 628 MSEK in 2023. Probi's shares are listed on Nasdaq Stockholm, Mid-cap, and there were around 3,400 shareholders on December 31, 2023.
