Notice of extraordinary general meeting in Oncology Venture Sweden AB (publ)
Attn: This is an English translation of the Swedish notice. The Swedish notice prevail. The English translation is for convenience only.
Shareholders in Oncology Venture Sweden AB (publ) are hereby invited to attend the extraordinary general meeting on Thursday 4th of January 2018 at Sedermera Fondkommission’s office, Norra Vallgatan 64, Malmö.
Right to participate and notice of participation
Shareholders who wish to participate at the extraordinary general meeting must:
- On Thursday 28thof December 2017 be registered in the share register kept by Euroclear Sweden AB, and
- Notify, in writing, at latest Thursday the 28thof December 2017, his or her intention to attend the extraordinary general meeting to Oncology Venture Sweden AB, Velighedsvej 1, 2970 Hørsholm, Denmark. Notification could also made by phone to +45 26 78 25 20 / +45 21 70 10 49 or by e-mail to email@example.com. Such notification shall include the shareholder’s complete name, personal identification number or corporate registration number, number of shares, address, daytime telephone number and if any, and where applicable, details of representatives or proxies (two at the highest). The notification should, where applicable, be accompanied by proxies, registration certificates and other authorization documents.
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register on Thursday 28thof December 2017, and the shareholders must therefore advise their nominees well in advance of such date.
If a shareholder is to be represented by proxy, the proxy must submit a, by shareholder, dated power of attorney. The power of attorney and the certificate of registration may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent should be attached. In order to ease the entrance, a copy of the power of attorney and the certificate of registration should be sent to the company in connection to the notification. A proxy form is available at the company’s website www.oncologyventure.com and will also be sent by mail to shareholders who so requests and state their postal address.
Number of shares and votes
As of the date of this notice, there are a total of 10 977 007 shares in the company. The company does not possess any own shares. An additional 3 566 shares will be registered at Bolagsverket as a result of utilised warrants.
Opening of the general meeting
1. Election of chairman of the general meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination as to whether the meeting has been duly convened
6. Decision to amend the Articles of Association
7. Approval of the Board of Director’s decision regarding an preferential rights issue of shares
8. Closing of the general meeting
Decision to amend the Articles of Association (item 6)
The Board proposes that the shareholder’s meeting resolves to amend the Articles of Association in accordance with below:
|Current wording||Suggested wording|
|§ 4 Share capitalThe share capital shall be not less than SEK 502,063.24 and not more than SEK 2,008,252.96.||§ 4 Share capitalThe share capital shall be not less than SEK1,536,780.98 and not more than SEK 6,147,123.92.|
|§ 5 Number of sharesThe number of shares shall be not less than 3,586,166 and no more than 14,344,664.||§ 5 Number of sharesThe number of shares shall be not less than 10 977 007 and no more than 43 908 028.|
For a valid decision on the amendment of the Articles of Association, the proposal must be supported by shareholders representing at least two thirds of both the votes and the shares represented at the meeting.
Approval of the Board of Director’s decision regarding an preferential rights issue of shares (item 7)
That via a preferential rights issue of shares increase the share capital of the Company by a maximum of SEK 384 320,02 via the issuance of a maximum of 2 745 143 new shares, each with a par value of SEK 0,14 at a subscription price of SEK 16,30 per share. The total issue amounts to a maximum of SEK 44 745 830,90.
The following conditions shall apply to the preferential rights issue of shares:
1.The issue shall be with preferential rights for the shareholders in the company. Each existing will receive one (1) subscription right. Four (4) such subscription rights entitle the shareholder to subscribe for one (1) new share.
2.The record date at Euroclear Sweden AB share register for determining which shareholders that are entitled, with preferential rights, to participate in the issue shall be the 9thof January 2018. Others can also subscribe to the issue.
3.For each subscribed share shall be paid SEK 16.30 in cash.
4.Subscription of shares shall be made during the period from the 11thof January 2018 to the 25thof January 2018. Subscription with preferential rights shall be made by simultaneous cash payment. Subscription made without subscription rights shall be made on a separate subscription list and payment must be made no later than the fourth business day after the notice of allocation has been sent to the subscriber. The Board shall be entitled to extend the time of subscription and payment.
5.In the event that not all shares are subscribed for with preferential rights according to the above, the Board shall, within the maximum amount of the issue, decide on allocation of shares to others who has subscribed for shares without subscription rights and to decide how the division between the subscribers thereto shall be made.
Firstly, allotment of new shares subscribed without subscription rights shall be made to those that have also subscribed for new shares with subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that full allotment to these can not be made, allotment shall be made pro rata in proportion to the number of subscription rights used for subscription of new shares and, to the extent this is not possible, by drawing of lots.
Secondly, allotment of new shares subscribed for without subscription rights shall be made to others who have subscribed without subscription rights, and in the event that full allotment to these cannot be made, allotment shall be made pro rata in proportion to the number of new shares each one signed and, to the extent this is not possible, by drawing of lots.
Thirdly, allotment of new shares subscribed for without subscription rights shall be made to the underwriters in relation to the size of each underwriter’s commitment and, to the extent this is not possible, by drawing of lots.
6.Holders of warrants of series 2015/2018, which the warrant program includes 170,000 outstanding warrants, and series 2015/2018, which the warrant program includes 125 000 outstanding warrants where two thirds are entitled to subscription, and series 2017/2019 shall be entitled to participate in the preferential rights issue of shares through such share which was added through subscription, such subscription shall be completed no later than 11thof December 2017. To the extent that subscription was not effected at such time that right to participate in the preferential rights issue of shares arises, a conversion will take place under the terms of the warrants.
If full subscription of the company’s warrants of series 2015/2018, series 2015/2018 and series 2017/2019, the decision shall be deemed to increase the company’s share capital by a maximum of SEK 63 780,50 through a new issue of an additional 455 575 shares. The share capital and the number of shares may be adjusted on account of the agreed conversion terms.
7.The new shares shall entitle to dividend for the first time on the record date for dividends occurring after the new shares have been registered at the Swedish Companies Registration Office.
8.The decision requires amendments to the Articles of Association.
9.The Board, or other by the Board appointed, is authorized to decide on minor corrections required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
The Board of Directors’ complete proposal as well as proxy form will be available at the company’s office, Venlighedsvej 1, 2970 Hørsholm, Denmark and on the website www.oncologyventure.com not later than three weeks before the meeting and be sent to shareholders who so requests and state their postal address. Documents in accordance with 13 Chap. 6 § will be available on above named places not later than two weeks before the meeting and be sent to shareholders who so requests and state their postal address.
Shareholders who are present at the general meeting owns to right to request instructions in accordance with 7 Chap. 32 § in the Swedish Companies Act.
Malmö, November 2017
Oncology Venture Sweden AB (publ)
For further information, please contact
|Ulla Hald Buhl, COO andChief IR & CommunicationsMobile: +45 2170 1049E-mail: firstname.lastname@example.org||Or||Peter Buhl Jensen, CEOMobile: +45 21 60 89 22E-mail: email@example.com|
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 Drug Response Prediction – DRP® – in order to significantly increase the probability of success in clinical trials. DRP® has proven its ability to provide a statistically significant prediction of clinical outcomes from drug treatment in cancer patients in 29 of the 37 clinical studies that were examined. 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 screened first and only those who are most likely to respond to the treatment will be treated. Via a more well-defined patient group, the risk and costs are reduced while the development process becomes more efficient.
The current product portfolio: LiPlaCis® for Breast Cancer in collaboration with Cadila Pharmaceuticals, Irofulven developed from a fungus for prostate cancer and APO010 – an immuno-oncology product for Multiple Myeloma.
Oncology Venture has spun out two companies in Special Purpose Vehicles: 2X Oncology Inc. a US based company focusing on Precision medicine for women’s cancers with a pipeline of three promising phase 2 product candidates and Danish OV-SPV 2 will test and potentially develop an oral phase 2 Tyrosine Kinase inhibitor.