Communiqué from extraordinary general meeting in FluoGuide A/S

FluoGuide A/S (“FluoGuide” or “the Company”) held today an Extraordinary General Meeting (“EGM”). The resolution on a directed issue was resolved.

Item 1: Authorisation to the board of directors to increase the share capital at market price or at a rate discounted to the market price without pre-emption rights for existing shareholders

The board of directors of the Company has, subject to authorization from the general meeting, decided to conduct a directed share issue of approx. MDKK 11.6 (before issue costs of approx. MDKK 0.5). Participants in the directed share issue are, amongst others, the institutional investors A/S Arbejdernes Landsbank and Linc AB, a Swedish based life science investor with a long list of successful investments.

The EGM decided to increase the existing authorisation to the board of directors in article 3.2.2 of the articles of association to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to nominally DKK 223,099.40 from previously nominally DKK 81,000.00. According to the existing authorisation the capital increase shall be made at market price. The subscription price for the contemplated issue of shares is DKK 5.20 per share which corresponds to the market-based price determined by the board of directors based on a twenty-day average volume-weighted price for the Company's shares prior to the board of directors’ decision to conduct a directed share issue with a discount of approx. 10 percent. In order to take account for the discount to the market price, it was decided to amend the existing authorisation to the effect that the authorisation also allows for capital increases at a rate discounted to the market price. The capital increase shall take place by way of cash contribution.

The adoption of the proposal resulted in an updated clause 3.2.2 of the articles of association of the Company with the following wording:

• 3.2.2 (Danish): Bestyrelsen er i perioden fra den 17. februar 2020 og indtil den 30. juni 2020 bemyndiget til uden fortegningsret for Selskabets eksisterende aktionærer at forhøje Selskabets aktiekapital ad én eller flere gange med i alt op til nominelt DKK 223.099,40. Kapitalforhøjelsen skal ske til markedskurs eller med en rabat i forhold til markedskursen. Kapitalforhøjelsen skal ske ved kontant indbetaling.

• 3.2.2 (English): In the period from 17 February 2020 and until 30 June 2020, the board of directors is authorised to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 223,099.40. The capital increase shall take place at market price or at a rate discounted to the market price. The capital increase shall take place by way of cash contribution.

As VP Investor Services A/S has changed the name to VP Services A/S, it was decided that clauses 2.5, 5.9, 5.11 of the articles of association are changed accordingly.

Item 2: Documents for the general meeting shall in the future only be prepared in English

The EGM decided that in the future documents prepared for the general meeting shall be prepared in English only, ref. section 110(6) of the Danish Companies Act.

The resolutions from the extraordinary general meeting were adopted unanimously.

Copenhagen, 17 February 2020

FluoGuide A/S
The board of directors

For further information, please contact:
Morten Albrechtsen, CEO
M: +45 24 25 62 66
ma@fluoguide.com

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About FluoGuide 
FluoGuide A/S (Spotlight Stock Market: FLUO:SS) provides solutions for maximizing surgical outcome through intelligent targeting. FluoGuide’s first product FG001 increases precision in cancer surgery by lighting up the cancer and its invasive growth into the surrounding tissue. FG001 is expected to reduce suffering for the patients and increase the likelihood of cure. It can also reduce costs for the health care system for the benefit of society. FluoGuide focuses on demonstrating the effect of FG001 in patients by conducting a human proof-of-concept clinical trial and expects to announce the first result of this study during first half of 2020.

About FG001
FG001, FluoGuide’s first product, lights up the cancer and its invasive growth into the surrounding tissue. It helps the surgeon remove the entire tumor during surgery and increases the chance for complete cure of the patient. The task for the surgeon is simply to "turn the lights on and see the entire tumor". The solution helps surgeons remove a minimal amount of normal tissue while also reducing the risk of leaving cancer tissue behind. This reduces the suffering of the patient and increases the likelihood of cure, and also reduces costs for the health care system. FG001 is currently prepared for a proof-of-concept clinical study.

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