Notice of Annual Shareholders’ Meeting in Oncology Venture Sweden AB
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Hoersholm, Denmark, April 30, 2018 – The shareholders in Oncology Venture Sweden AB, Reg. No. 559016-3290, are hereby invited to attend the annual shareholders’ meeting (Sw. årsstämma) to be held at the offices of Setterwalls Advokatbyrå AB, Stortorget 23 in Malmö, Sweden on Wednesday 30 May 2018 at 10.00 a.m.
Right to participate and notice of participation
Shareholders wishing to attend the annual shareholders’ meeting must:
- be registered in the company’s share register kept by Euroclear Sweden AB (the Swedish Securities Register Center) as of Thursday 24 May 2018; and
- notify the company of their intention to participate in the annual shareholders’ meeting no later than on Thursday 24 May 2018 in writing to Oncology Venture Sweden AB, Venlighedsvej 1, DK-2970 Hørsholm, Denmark. Notice may also be given by telephone: +45 21 70 10 49 or by e-mail: firstname.lastname@example.org. The notice shall specify the shareholder’s complete name, personal or company registration number, registered shareholding, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).
Trustee registered shares
Shareholders who have their holdings trustee-registered with a bank or other trustee must temporarily register the shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the annual shareholders’ meeting. Such temporary re-registration of ownership must be implemented no later than as of Thursday 24 May 2018, meaning that the shareholders must well in advance before this date request their trustees thereof.
A proxy representing a shareholder must bring a written, dated and by the shareholder signed power of attorney to the annual shareholders’ meeting. The power of attorney must not be older than one year, unless a longer validity term (maximum five years) has been stipulated explicitly. Should the power of attorney be issued by a legal entity, a certified copy of a registration certificate (Sw. registreringsbevis) or equivalent document for the entity shall be presented at the meeting. In order to facilitate the preparations before the annual shareholders’ meeting, a copy of the power of attorney and other proof of authority should be attached to the notice of participation. A template power of attorney can be found at the company website (www.oncologyventure.com), and will be sent to the shareholders who request it and state their address.
0. Opening of the meeting.
1. Election of chairman of the meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two persons to confirm the minutes.
5. Determination of whet
6. Address by the CEO.
7. Presentation of the annual report and the auditor’s report and the annual report for the group and the auditor’s report for the group.
a) in respect of adoption of the profit and loss statement and balance sheet and the group profit and loss statement and the group balance sheet;
b) in respect of allocation of the company’s losses in accordance with the adopted balance sheet; and
c) in respect of discharge from liability of the members of the board and the CEO.
9. Determination of the number of board members, deputy board members and the number of auditors and deputy auditors.
10. Determination of remuneration to the board and the auditors.
11. Election of members of the board, chairman of the board and auditors.
12. Resolution on adoption of merger plan.
13. Closing of the meeting.
Item 1: Election of chairman of the meeting
The board proposes that attorney Ola Grahn is elected as chairman of the meeting.
Item 8 b): Resolution in respect of allocation of the company’s losses in accordance with the adopted balance sheet
The board proposes the annual shareholders’ to allocate the company’s loss in accordance with the proposal from the board in the annual report. Furthermore, the board proposes that no dividends shall be paid for the financial year 2017.
Items 9-10: Determination of the number of board members, deputy board members and the number of auditors and deputy auditors as well as Determination of remuneration to the board and the auditors
Shareholders representing approximately 36 percent of the votes in the company have announced that they propose that the board shall be comprised of five board members without deputy board members and that remuneration to the board shall be paid with DKK 100,000 to the chairman of the board and with DKK 50,000 to each of the other members of the board who are not employed by the company.
Furthermore, the board has proposed that one registered public accounting firm shall be appointed as auditor and that remuneration to the auditor shall be paid in accordance with approved invoice and customary charging standards.
Item 11: Election of members of the board, chairman of the board and auditors
Shareholders representing approximately 36 percent of the votes in the company have announced that they propose that Peter Birk, Sanjeevi Carani, Ulla Hald Buhl, Steen Knudsen and Duncan Moore are re-elected as ordinary board members. Duncan Moore is proposed for re-election as chairman of the board.
Furthermore, the board has proposed that the company’s accounting firm Ernst & Young Aktiebolag shall be re-elected for the time until the end of the annual shareholders’ meeting that is held during the next financial year. Ernst & Young Aktiebolag has informed that Stefan Andersson Berglund will continue to be appointed as the responsible auditor.
Item 12: Resolution on adoption of merger plan
The board proposes that the annual shareholders’ meeting resolves to approve the joint merger plan which was adopted by the board of directors of Onocology Venture Sweden AB (“OV”) and Medical Prognosis Institute A/S (“MPI”) on 9 March 2018. According to the merger plan, the merger shall be undertaken by way of absorption with MPI as the absorbing company and OV as the transferring company. The merger plan has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket) on 20 March 2018 and announced on 22 March 2018.
It is noted that the merger plan and related documents are made available to the shareholders as from 30 April 2018 in the manner prescribed by the Swedish Companies Act (Sw. aktiebolagslagen).
The company’s chairman of the board, or anyone appointed by him, shall be authorized to make the minor formal adjustments of the resolution which may be required for registration with the Swedish Companies Registration Office.
Particular majority requirements
For a valid resolution on the proposal pursuant to item 12, the proposal has to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the annual shareholders’ meeting.
Duty of disclosure at the annual shareholders' meeting
The board and the CEO shall at the annual shareholders’ meeting, if any shareholder so requests and the board believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of items on the agenda, circumstances that can affect the assessment of the company’s or its subsidiaries financial position and the company’s relation to other companies within the group.
Accounting documents and complete proposals
The merger plan which shall be adopted in accordance with item 12 above has, since 30 April 2018, been made available to the shareholders at the company’s office at Venlighedsvej 1, DK-2970 Hørsholm, Denmark and at the company website (www.oncologyventure.com) and is made available to the shareholders in the manner prescribed by the Swedish Companies Act. Accounting documents and the audit report will be made available to the shareholders at the company’s office and at the company website as from no later than three weeks prior to the annual shareholders’ meeting and the prospectus which Medical Prognosis Insitiute A/S has prepared with regard to the merger in accordance with item 12 above will be made available to the shareholders at the company’s office and at the company website as from no later than two weeks prior to the annual shareholders’ meeting. Copies of the documents will be sent to the shareholders upon their request to the company, provided that such shareholders state their address, and will also be made available at the annual shareholders’ meeting.
Number of shares and votes in the company
As per the date of this notice, the total number of shares and votes in the company amounts to 13,832,716. The company does not hold any own shares.
Malmö in April 2018
ONCOLOGY VENTURE SWEDEN AB (publ)
The Board of Directors
For further information, please contact
|Ulla Hald Buhl, COO and Chief IR & CommunicationsMobile: +45 2170 1049E-mail: email@example.com||Or||Peter Buhl Jensen, CEOMobile: +45 21 60 89 22E-mail: firstname.lastname@example.org|
About the Drug Response Predictor - DRP® Companion Diagnostic
Oncology Venture uses the Medical Prognosis Institute (MPI) multi gene DRP® to select those patients who by the genetic signature of their cancer are found to have a high likelihood of responding to the drug. The goal is developing the drug for the right patients, and by screening patients before treatment the response rate can be significantly increased. The DRP® method builds on the comparison of sensitive vs. resistant human cancer cell lines, including genomic information from cell lines combined with clinical tumor biology and clinical correlates in a systems biology network. DRP® is based on messenger RNA from the patient’s biopsies.
The DRP® platform, i.e. the DRP® and the PRP™ tools, can be used in all cancer types and is patented for more than 70 anti-cancer drugs in the US. The PRP™ is used by MPI for Personalized Medicine. The DRP® is used by Oncology Venture for drug development.
About Oncology Venture Sweden AB
Oncology Venture Sweden AB is engaged in the research and development of anti-cancer drugs via its wholly owned Danish subsidiary Oncology Venture ApS. Oncology Venture has a license to use the MPI Drug Response Predictor in order to significantly increase the probability of success in clinical trials. The DRP® platform has proven its ability to provide a statistically significant prediction of the clinical outcome from drug treatment in cancer patients in 29 out of 37 clinical studies that have been examined to date. The Company uses a model that alters the odds in comparison with traditional pharmaceutical development. Instead of treating all patients with a particular type of cancer, patients' tumors genes are first screened, and only the patients most likely to respond to the treatment will be treated. Via a more well-defined patient group, risks and costs are reduced while the development process becomes more efficient. This is very much in keeping with current trends in oncology where it is becoming more common for regulators to approve drugs based on their ability to treat tumors identified by their molecular biology as opposed to their histopathology or location in the body.
The current product portfolio consists of: LiPlaCis® in phase 2 for Breast Cancer, Irofulven developed from a fungus which is in phase 2 for Prostate Cancer, and APO010 an immuno-oncology product in phase 1/2 for Multiple Myeloma. Oncology Venture has spun out two companies: 2X Oncology Inc. is a US based company focusing on precision medicine for women's cancers, currently with a pipeline of two promising phase 2 product candidates: a PARPi from Eisai and a liposomal doxorubicin from 2BBB Medicines; and OV-SPV 2, a Danish company (special purpose vehicle) that is in-licensing and will develop dovitinib from Novartis.
This information was submitted for publication, through the agency of the contact person set out above, on April 30, 2018.