Notice to Extraordinary General Meeting in BioInvent International AB
The shareholders of BioInvent International AB (publ), Reg. No 556537-7263, are hereby invited to attend the Extraordinary General Meeting (the “EGM”) to be held on Tuesday 23 March. The EGM will be held only through advance voting (postal voting) in accordance with temporary legislation.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the EGM must:
(i) be recorded in the printout of the share register maintained by Euroclear Sweden AB (“Euroclear”), as of Monday 15 March 2021; and
(ii) notify the company of their intention to participate in the EGM no later than Monday 22 March 2021, by submitting their advance votes in accordance with the instructions under the heading “Advance voting” below, so that the advance vote is received by BioInvent no later than that day.
Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear in order to participate in the EGM (so called “voting rights registration”). The shareholders’ registers as of the record date on Monday 15 March 2021 will include voting rights registrations made not later than Wednesday 17 March 2021. Therefore, shareholders must, in accordance with the respective nominee's routines, in due time before said date request their nominee to carry out such voting rights registration.
Advance voting
The shareholders may exercise their voting rights at the EGM only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the company’s website, www.bioinvent.se. The advance voting form is considered as the notification of participation at the EGM.
The completed and signed voting form must be received by BioInvent International AB no later than Monday 22 March 2021, kindly before 4.00 pm. CET. The completed and signed form shall be sent to BioInvent by e-mail to stefan.ericsson@bioinvent.com or by regular mail to BioInvent International AB, Ideongatan 1, SE-223 70 Lund, Sweden, att: Stefan Ericsson. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Proxy form is available upon request and on the company’s website www.bioinvent.se. If the shareholder is a legal entity, a copy of the registration certificate or, if such document does not exist, a similar document of authorization is to be attached. The shareholder may not provide the postal vote with specific instructions or conditions. If so, the entire vote is invalid.
Further instructions and conditions are included in the form for advance voting.
B. SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The Board of Directors and the managing director shall, if any shareholder so requests, and if the Board of Directors considers that this can be done without significant harm for the company, give information on circumstances that can affect the judgement of an item on the agenda. Requests for such information shall be made in writing to BioInvent International AB, ”Extraordinary General Meeting 2021”, Ideongatan 1, SE-223 70 Lund, Sweden, att: Stefan Ericsson or by e-mail to stefan.ericsson@bioinvent.com, no later than ten days before the EGM, i.e. no later than Saturday 13 March 2021. The information will be disclosed by being held available at BioInvent International AB, Ideongatan 1, SE-223 70 Lund, Sweden, and on the company’s website www.bioinvent.se, no later than five days before the EGM, i.e. no later than Thursday 18 March 2021. The information will also be distributed to the shareholders who so requests and state their postal address or e-mail address.
C. AGENDA FOR THE MEETING
Proposal for agenda
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Election of persons to approve the minutes
4. Preparation and approval of the voting list
5. Determination of compliance with the rules of convocation
6. Approval of the agenda
7. Approval of the Board of Directors’ resolution on a directed issue of shares
8. Closing of the meeting
Proposals regarding items on the agenda
Election of Chairman of the meeting (item 2)
The Board of Directors proposes that that Board secretary and attorney Madeleine Rydberger, or, in the event she is prevented from attending, the person instead designated by the Board of Directors, will be Chairman of the meeting.
Election of persons to approve the minutes (item 3)
The Board of Directors proposes that Erik Esveld, representing Van Herk Investments BV and An van Es Johansson, representing own holdings, or if one or both of them are prevented from attending, the person or persons instead designated by the Board of Directors, are assigned to approve the minutes of the EGM together with the Chairman. The assignment to approve the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the EGM.
Preparation and approval of the voting list (item 4)
The voting list proposed to be approved is the voting list prepared by the company, based on the shareholders’ register for the EGM prepared by Euroclear Sweden AB and the advance votes received, as verified and recommended by the persons elected to approve the minutes.
Determination of compliance with the rules of convocation (item 5)
It is proposed that the EGM has been duly convened as approved by the Chairman of the meeting, based on the Swedish Companies Act’s and the Articles of Association's provisions regarding notice to attend Extraordinary General Meetings.
Approval of the agenda (item 6)
It is proposed that the agenda included in the notice should be approved.
Approval of the Board of Directors’ resolution on a directed issue of shares (item 7)
The Board of Directors proposes that the general meeting approves the Board of Directors’ resolution on a directed issue of shares on the following terms and conditions.
- The company’s share capital shall be increased by maximum SEK 3,252,120.20, through the issuance of maximum 16,260,601 new shares.
- The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential right, be granted Pareto Securities AB. Oversubscription cannot occur.
- The subscription price shall be SEK 0.20 per share, corresponding to the shares’ quota value. The subscription price is based on an agreement between the company and the person entitled to subscribe.
- Subscription of the new shares shall be made on a separate subscription list no later than 28 February 2021. The Board of Directors is authorized to extend the subscription period.
- Subscribed shares shall be paid in cash no later than 30 April 2021. The Board of Directors is authorized to extend the payment period.
- The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
The Board of Directors, or whomever the Board of Directors may appoint, shall be authorized to make such minor adjustments of the above resolution as may prove necessary in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
Pareto Securities AB has, in accordance with the terms and conditions of the placement agreement entered into between, among others, the company and Pareto Securities AB in February 2021, undertaken to at the time of issuance pay the subscription price for the subscribed shares (the issue proceeds) in order to enable the registration of the new shares with the Swedish Companies Registration Office and creation in Euroclear’s systems for delivery to the investors in accordance with a customary settlement scheme, and then pay to the company the total proceeds from the sale of the shares that Pareto Securities AB received from investors at settlement, with deduction for the already paid issue proceeds.
The sales proceed of SEK 50.36 per share corresponds to the volume weighted average share price paid during a period of five trading days on Nasdaq Stockholm prior to and including 22 February 2021 and has been resolved by the Board of Directors in consultation with the financial advisors appointed for the share issue, based on based on negotiations with the largest new investor, and is assessed to correspond to the market value of the shares.
The reasons for the deviation from the shareholders’ preferential right are to diversify the shareholder base in the company amongst Swedish and international institutional investors and at the same time raise capital in a time and cost efficient manner.
Documents pursuant to Chapter 13, Section 6 of the Companies Act have been prepared.
The approval is subject to support by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
D. AVAILABLE DOCUMENTS ETC
Proxy forms are available at the company’s website www.bioinvent.se. The Board of Directors’ resolution in accordance with item 7, and other documents to be held available according to the Swedish Companies Act, are available at the company’s office and on the company’s website. The documents will also be distributed to shareholders who so request and state their postal address.
At the time of this notice, the total number of shares and votes in the company amounts to 39,376,096. At the time of the EGM, the total number of shares and votes in the company is expected to amount to 42,210,495.
E. PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_________________________
Lund in February 2021
The Board of Directors
BIOINVENT INTERNATIONAL AB (publ)
About BioInvent
BioInvent International AB (OMXS: BINV) is a clinical stage company that discovers and develops novel and first-in-class immuno-modulatory antibodies for cancer therapies, with four programs in clinical development. The Company’s validated, proprietary F.I.R.S.T™ technology platform simultaneously identifies both targets and the antibodies that bind to them, generating many promising new drug candidates to fuel the Company’s own clinical development pipeline or for additional licensing and partnering.
The Company generates revenues from research collaborations and license agreements with multiple top-tier pharmaceutical companies, as well as from producing antibodies for third parties in the Company’s fully integrated manufacturing unit. More information is available at www.bioinvent.com.
For further information, please contact:
Martin Welschof, CEO Mary-Ann Chang, LifeSci Advisors
+46 (0)46 286 85 50 +44 7483 284853
martin.welschof@bioinvent.com mchang@lifesciadvisors.com
BioInvent International AB (publ)
Co. Reg. No. Org nr: 556537-7263
Visiting address: Sölvegatan 41
Mailing address: 223 70 LUND
Phone: +46 (0)46 286 85 50
www.bioinvent.com