Notice of annual general meeting in Cyxone AB

Tue, May 04, 2021 08:31 CET

The English text is an unofficial translation. In case of any discrepancies between the Swedish language version of this document and the English translation, the Swedish language version shall prevail.

The shareholders in Cyxone AB, Reg. No. 559020-5471 (“Cyxone”), are hereby invited to the annual general meeting to be held at the premises of Clarion Hotel Malmö Live at Dag Hammarskjölds torg 2 in Malmö, Sweden on Thursday 3 June 2021 at 13:00 CET.

Important information about the current situation regarding covid-19 and about attending the annual general meeting by proxy

Due to covid-19, the company has decided to take a number of precautionary measures in order to minimize the risk of infection spreading through the annual general meeting, while at the same time allowing shareholders to exercise their rights. To minimize the number of participants at the meeting, the company urges its shareholders not to attend the meeting in person, but instead to take advantage of the opportunity to vote through the company's designated representative in accordance with temporary legislation. By submitting a proxy form, shareholders can authorize Ola Skanung (CFO at Cyxone) to vote for the shareholder's shares at the annual general meeting in accordance with the shareholder’s instructions. A form to appoint a proxy is available via the company's website: www.cyxone.com. Shareholders who experience symptoms of illness, even mild, have been in close contact with someone who is infected or belong to a risk group, are especially encouraged to take advantage of the opportunity to attend by proxy.

Furthermore, the company wishes to inform that planned speeches are limited to a minimum and that no refreshments will be served at the annual general meeting. Participation from board members, company management and the number of non-shareholders present will be limited, with the aim of keeping the annual general meeting short and effective to reduce the risk of spreading infection. If you still wish to attend the meeting in person, the company would prefer that the number of assistants is limited as far possible, to reduce the total number of participants at the annual general meeting.

The company is monitoring the development of events very closely and will take further precautionary measures before the annual general meeting if necessary.

Right to participate and notification

Shareholders wishing to attend the annual general meeting must:

be registered in the company’s share register kept by Euroclear Sweden AB as of Wednesday 26 May 2021, and
have notified their participation no later than Friday 28 May 2021 by mail to Cyxone AB, Adelgatan 21, SE-211 22 Malmö, Sweden or by e-mail to admin@cyxone.com. The notice should specify the complete name of the shareholder, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most). In order to facilitate registration at the meeting, the notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority. A complete power of attorney form with voting instruction, duly received by the company no later than Friday 28 May 2021, shall be considered such shareholder’s notice of attendance at the meeting (by proxy).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Friday 28 May 2021. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Proxy and power of attorney forms

If shareholders intend to be represented by the company's designated representative, the signed and dated original copy of the power of attorney, with appendices as applicable, should be sent to Cyxone in good time before the annual general meeting and no later than Friday 28 May 2021. The power of attorney can be sent by post to Cyxone AB, Adelgatan 21, SE-211 22 Malmö, Sweden, or in a signed scanned pdf file, with attachments as applicable, by e-mail to admin@cyxone.com. Power of attorney forms to be represented by the company's designated representative are available via the company's website, www.cyxone.com. A complete power of attorney form with voting instruction, duly received by the company no later than Friday 28 May 2021, shall be considered as such shareholder’s notice of attendance at the meeting (by proxy).

If shareholders intend to be represented by their own representative, a power of attorney must be issued for the representative. The power of attorney must be in writing, signed and dated by the shareholder. Such power of attorney form is available at the company and on the company's website, www.cyxone.com, and will be sent on request to shareholders who state their postal address. Please note that shareholders wishing to be represented by their own representative must also provide a notice of attendance in the manner and at the time specified in the notice.

If the shareholder is a legal entity, a copy of the certificate of registration or, if such a document does not exist, a corresponding authorization document must be attached to the notice of attendance. The document must prove the authority of the person having signed the power of attorney to appoint a representative for the legal entity. To facilitate registration at the annual general meeting, the original copy of the power of attorney as well as certificate of registration and other authorization documents should be received by the company at the above address no later than Friday 28 May 2021. If the power of attorney and other authorization documents have not been submitted in advance, the original copy of the power of attorney and other authorization documents must be presented at the meeting.

Proposed agenda:

Opening of the meeting.
Election of Chairman of the meeting.
Preparation and approval of the register of voters.
Approval of the agenda.
Election of one or two persons to confirm the minutes.
Determination as to whether the meeting has been duly convened.
Submission of the annual report and the audit report as well as the consolidated annual report and the consolidated audit report.
Resolution on adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet.
Resolution on allocation of the company’s loss in accordance with the adopted balance sheet.
Resolution on discharge from liability of the members of the board of directors and the CEO.
Determination of the number of members of the board of directors and the number of auditors and deputy auditors.
Determination of remuneration for the members of the board of directors and the auditors.
Election of members of the board of directors and auditors.
Resolution on authorization for the board of directors to issue new shares, warrants or convertibles with preferential rights for the shareholders or against payment in kind.
Resolution on authorization for the board of directors to issue new shares, warrants or convertibles with deviation from the shareholders’ preferential rights and against payment in cash or through set-off.
Closing of the meeting.

Proposed resolutions

Item 1: Election of Chairman of the meeting

It is proposed that lawyer Ola Grahn is elected as chairman of the meeting.

Item 8: Resolution on allocation of the company’s loss in accordance with the adopted balance sheet

The board of directors proposes that no dividends are paid and that available funds are carried forward.

Item 10: Determination of the number of members of the board of directors and the number of auditors and deputy auditors

It is proposed that the board of directors shall be composed of six board members with no deputy board members.

The board of directors proposes that one registered accounting firm is appointed as auditor with no deputy auditors.

Item 11: Determination of remuneration for the members of the board of directors and the auditors

It is proposed that board remuneration shall be paid with SEK 450,000 to the Chairman of the board of directors (SEK 300,000 previous year), with EUR 25,000 to the proposed board member Peter Heinrich and with SEK 225,000 to each of the other board members (SEK 150,000 previous year).

The board of directors proposes that remuneration for the auditor shall be paid in accord-ance with approved invoice.

Item 12: Election of members of the board of directors and auditors

It is proposed that Bert Junno, Theresa Comiskey Olsen, Saad Gilani and Mikael Lindstam are re-elected as board members, that Peter Heinrich and Alejandra Mørk are elected as new board members, and that Bert Junno is re-elected as Chairman of the board of directors.

Peter Heinrich, born 1955, has more than 20 years of experience in the pharma and biotech industry. He is a serial entrepreneur and has started a number of Biotech companies, including Medigene, MediGenomix as well as co-founding the leading immune oncology players Immunocore and Adaptimmune in Oxford, UK. Further, he is a co-founder of Sinfonie LSM, co-founder and long year CEO of MediGene AG and was previously CEO of MagForce AG. Peter Heinrich’s current assignments include partner of Alira Health, Managing Director of Sinfonie LSM GmbH, chairman of Syntab Therapeutics and CPTone Biotech, vice chairman of EuropaBio and chairman of EuropaBio's SME Platform, board member of Aijex Pharma International Inc and member of the board overseeing the Executive MBA Program at University of Augsburg. Peter Heinrich is considered to be independent in relation to Cyxone as well as its senior management and in relation to major shareholders.

Alejandra Mørk, born 1961, is CEO and main shareholder of KLIFO A/S. Previously, she worked for Nycomed Pharma for 18 years, in various management positions in drug development and lifecycle management. Alejandra Mørk is inter alia a board member of Danish Biotech and a member of the Danish Academy of Technical Sciences. She is also part of the EUCROF Paediatric Working Group. Alejandra Mørk’s current assignments include board member of Follicum AB, iSD Immunotech ApS and KLIFO Holding A/S as well as CEO of KLIFO A/S. Alejandra Mørk is considered to be independent in relation to Cyxone as well as its senior management and in relation to major shareholders.

Information on the board members proposed for re-election can be found at the company website (www.cyxone.com) and in the annual report.

The board of directors proposes that KPMG AB is re-elected as accounting firm. KPMG AB has informed that the authorized public accountant Camilla Alm Andersson will continue to be the auditor in charge.

Item 13: Resolution on authorization for the board of directors to issue new shares, warrants or convertibles with preferential rights for the shareholders or against payment in kind

The board of directors proposes that the annual general meeting resolves to authorize the board of directors to resolve, on one or several occasions before the next annual general meeting, to issue new shares, warrants or convertibles with preferential rights for the shareholders or conditional upon payment in-kind. As regards to the preferential issue, the payment may be in cash or through set-off. The total number of shares that may be issued, or, as regards issue of convertibles or warrants, issued by conversion or exercise, under the authorization shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered articles of association.

The CEO shall be authorized to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office (Sw. Bolagsverket).

Item 14: Resolution on authorization for the board of directors to issue new shares, war-rants or convertibles with deviation from the shareholders’ preferential rights and against payment in cash or through set-off

The board of directors proposes that the annual general meeting resolves to authorize the board of directors to resolve, on one or several occasions before the next annual general meeting, to issue new shares, warrants or convertibles with deviation from the shareholders’ preferential rights. Shares, warrants or convertibles may be issued for cash payment or payment through set-off. The total number of shares that may be issued, or, as regards issue of convertibles or warrants, issued by conversion or exercise, under the authorization shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered articles of association. An issue adopted on the basis of the authorization, shall be made on market terms (meaning that an issue discount in line with prevailing market conditions may be granted).

Particular majority requirements

For a valid resolution on the proposal pursuant to item 14, the proposal must be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the annual general meeting.

Shareholders’ right to information

The board of directors and the CEO shall at the annual general meeting, if any shareholder so requests and the board of directors 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.

Meeting documents

Financial statements, the audit report, complete proposals for resolutions and other documents for the annual general meeting, will be available at the company’s office, at Adelgatan 21, SE-211 22 Malmö, Sweden, and at the company’s website (www.cyxone.com) as from no later than three weeks before the annual general meeting, and will also be sent to shareholders who request it and provide their address.

Number of shares and votes in the company

As of the date of this notice, the total number of shares and votes in the company amounts to 58,063,400. The company does not hold any own shares.

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.

____________________

Malmö in May 2021

Cyxone AB (publ)

The Board of Directors

For further information about Cyxone AB, please contact

Tara Heitner, CEO
Tel: +46 70 781 88 08
Email: tara.heitner@cyxone.com
Adelgatan 21
211 22 Malmö, Sweden

The information was submitted for publication, through the agency of the contact person set out above, at 08.30 CET on 4 May 2021.

About Cyxone

Cyxone AB (publ) (Nasdaq First North Growth Market: CYXO) develops disease modifying therapies for diseases such as rheumatoid arthritis and multiple sclerosis as well as treatments for virally induced acute respiratory disorders. Rabeximod is a Phase 2 candidate drug being evaluated for the management of rheumatoid arthritis and moderate Covid-19 infections. T20K is a Phase 1 candidate drug for treatment of multiple sclerosis. Certified Adviser is Mangold Fondkommission AB, +46 (0)8 503 015 50, ca@mangold.se. For more information, please visit www.cyxone.com

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Cyxone Notice AGM