Notice of Extraordinary General Meeting of Cyxone
Shareholders in Cyxone AB (publ.), 559020-5471, are hereby invited to an extraordinary general meeting at Setterwalls Advokatbyrå AB, Stortorget 23, in Malmö, on Monday, December 11, 2017 at 10:00AM.
Right to participate and registration
Shareholders who wish to participate in the extraordinary general meeting (EGM) shall:
- be included in the share register held by Euroclear Sweden AB on Tuesday, December 5, 2017; and
- register with the company by Tuesday, December 5, 2017 in writing to Cyxone AB, FAO Kjell Stenberg, Adelgatan 21, 211 22 Malmö; by email to email@example.com; or by phone on +46 (0) 723 816 168. Your registration shall include your full name, personal or company number, shareholding, address, daytime phone number, and, where applicable, details of deputies (maximum two) shall also be included.
Shareholders who have their shares registered through a bank or other trustee must, to retain the right to participate in the general meeting, temporarily register their shares in their own name with Euroclear Sweden AB. This re-registration must be completed by Tuesday, December 5, 2017 at the latest. This means that shareholders who wish to proceed with such a re-registration must inform their trustee or bank about this in good time prior to the specified date.
If a proxy shall represent a shareholder, the proxy must bring with them a written, dated, letter of proxy signed by the shareholder, to the general meeting. The letter of proxy may not be more than one year old, unless a longer period of validity is specified in the letter of proxy, (up to a maximum of five years). If a legal representative has drafted the letter of proxy, the proxy shall also have a current certification of registration or equivalent authorisation document for the legal representative. To facilitate entry, a copy of the letter of proxy and other authorisation documents be attached to registrations for the meeting. Letter of proxy forms are available on the company's website, (cyxone.com), and are sent by post to shareholders who contact the company with their address.
- Meeting opens.
- Appointment of chairman of the meeting.
- Proposal and approval of voting rights.
- Approval of the agenda.
- Election of one or two persons to approve the minutes of the meeting.
- Determination of whether the general meeting has been correctly convened.
- Decision on revised authorisation for the board to make decisions regarding share issues.
- Meeting closes.
Point 7: Decision on revised authorisation for the board to make decisions regarding share issues.
The board proposes that the EGM adjusts the authorisation for the board to decide on new share issues, which was presented at the Annual General Meeting on May 23, 2017.
Under the authorisation granted at the AGM, new share issues may be made in divergence from preferential shareholders' rights up to a total of 2,299,649 shares, amounting to 15 per cent of the total number of shares in the company at the time of the AGM. Following the AGM, the company entered into an agreement regarding the acquisition of the exclusive rights to acquire the clinical drug candidate Rabeximod from OxyPharma AB. According to the agreement, payment is made by the company through the issuance of a total of 1,916,372 shares to OxyPharma AB. By entering the agreement, the company also announced that it intends to make a directed share issue to conduct a Phase 2b trial in rheumatoid arthritis. To enable the acquisition and financing of it, the company proposes that the authorisation granted at the AGM on May 23, 2017 is replaced by a new authorisation whereby the maximum number of shares that may be issued is 7,500,000.
The board therefore proposes that the EGM, with the suspension of the authorisation granted at the AGM on May 23 2017, the board is authorised, on one or more occasion during the period until the next AGM, irrespective of shareholders' preferential rights, decide on new share issues. Issues may be made with or without the stipulation of allowances, offsets or other terms and conditions. The total number of shares that may be issued according to this authorisation shall not exceed a combined total of 7,500,000 shares, equivalent to a total maximum dilution of around 30 per cent. To the extent to which the authorisation is used for share issues deviating from shareholders preferential rights, issue pricing must be competitive, (subject to market-related issue rebates where applicable). In so far as cash issues occur as part of the acquisition of Rabeximod from OxyPharma AB, the issue price shall, however, be decided in accordance with what is stated in the acquisition agreement. The purpose of the authorisation is to be able to acquire working capital, to be able to conduct and finance acquisitions and enable share issues to industrial partners within the framework of co-operation agreements and alliances.
For the resolution to be valid, it must be supported by at least two thirds of registered votes of shareholders present at the EGM.
The company's CEO shall be authorised to make minor formal adjustments to the decision that may prove necessary in relation to registration with the Swedish Companies Registration Office.
Information at the EGM
Shareholders who attend the EGM have the right to request information regarding circumstances that may affect the assessment of items on the agenda according to chapter 7. 32 § 1 p. of the Companies Act (2005:551).
The full resolution according to point 7 will be made available at the company's offices at Adelgatan 21, 211 22 Malmö, and on the company's website, (cyxone.com), no later than two weeks before the EGM. It will also be sent to shareholders who request it and provide their postal address. Copies of these documents will also be made available during the EGM.
Information on the number of shares and votes in the company
The total number of shares and votes in the company on the day of the notice of the EGM was 17,798,111. The company holds none of its own shares.
November 23, 2017
Malmö November 2017
The Board of Cyxone AB (publ.)
Cyxone AB (publ)
Kjell G. Stenberg, CEO
Tel: +46 (0)723 816168
211 22 Malmö
This is information that Cyxone AB is required to publish under the EU Market Abuse Directive. The information was provided under the auspices of the above contact person for publication on November 23, 2017 at 08:55 CET.
Cyxone AB (publ.) is a biopharmaceutical company that develops drugs based on cyclotides, a class of natural plant protein. Cyclotide technology has the potential to provide new drugs with beneficial pharmacological effects on diseases that currently lack safe and effective treatments. The company is focusing on the development of substances that inhibit key processes in cells that are typically associated with various immune disorders, such as multiple sclerosis and rheumatoid arthritis. Cyxone's Certified Adviser on the Nasdaq First North is Erik Penser Bank, which can be reached on +46 (0) 8 46 38 000.