Ordinary General Meeting

To the shareholders of FluoGuide A/S 

The board of directors hereby convenes an ordinary general meeting of FluoGuide A/S, CVR no. 39 29 64 38, (the ”Company”), to be held on:

 

Thursday 23 April 2020 at 16:00 (CEST)
at the Company’s premises, Ole Maaløes Vej 3, DK-2200 Copenhagen N, Denmark, room M6

The time has been changed from 10.00 (CEST) to 16:00 (CEST) to adapt to the current situation regarding COVID-19. Local government recommends avoiding physical meetings including general meetings. The Company therefore suggests to its shareholders not to physically present themselves at the general meeting but use other ways of casting their votes (see below in this notice) and obtain information. In order to secure maximal information quality and transparency the following specific services are provided:

 

The Agenda

  1. Election of chairman of the meeting 

  2. Presentation of the annual report with auditors’ report for adoption.
  3. Resolution concerning the appropriation of profits or losses as recorded in the adopted annual report.
  4. Election of members to the board of directors.
  5. Election of the Company’s auditor.
  6. Authorization to the board of directors to increase the Company’s share capital by way of cash contribution.
  7. Authorization to the board of directors to issue warrants. 
  8. Changes to the Company’s articles of association.
  9. Any other business. 
 

---

 

Re item 6: Authorization to the board of directors to increase the Company’s share capital by way of cash contribution

The board of directors propose that the general meeting authorizes the board of directors to decide, at one or more occasions, a capital increase pursuant to section 155 of the Danish Companies Act by offering the Company's shares to the public at the Spotlight Stock Market.With reference to Section 155 of the Danish Companies Act, it was stated:

  1. that the authorization shall be valid until the date of the ordinary general meeting held in the Company in 2021,

  2. that pursuant to the authorization, one or more capital increases can be carried out, whereby an aggregate amount of up to DKK 94,552 (corresponding up to 10% of the Company’s current share capital) can be contributed to the Company by issuance of new shares,
  3. that the new shares are to be subscribed for at a price equal to +/- 10% of market price as determined by the board of directors,
  4. that the new shares shall be paid in full,
  5. that the new shares shall belong to the same share class as the existing shares,
  6. that the new shares can be subscribed without pre-emption rights for the Company's existing shareholders and there shall be no restrictions on the pre-emptive rights of the new shares in future capital increases,
  7. that there shall be no restrictions on the transferability of the new shares,
  8. that no shareholder must be obliged to redeem his shares,
  9. that the new shares are negotiable instruments,
  10. that the new shares must be registered shares and must be registered in the Company's register of shareholders, which is held by VP Securities A/S or as chosen by the board of directors,
  11. that the new shares give right to dividends and other rights in the Company from the date when the relevant capital increase has been registered by the Danish Companies Agency, and
  12. that the capital increase can be effected by cash payment, conversion of debt or a combination thereof.

As a consequence hereof the board of directors propose that the authorization is included in the Company's articles of association under article 3.2.

 

Re item 7: Authorization to the board of directors to issue warrants

The board of directors propose that the general meeting authorizes the board of directors to decide, at one or more occasions, to issue warrants pursuant to section 155 of the Danish Companies Act which give the right to subscribe shares in the Company.

For warrants issued in relation to this authorisation and the capital increase required for this purpose the following apply:

  1. that the authorization shall be valid until the date of the ordinary general meeting held in the Company in 2021,

  2. that one warrant gives the holder the right to subscribe for 1 share of nominally DKK 0.10,
  3. that the maximum capital increase to be subscribed on the basis of the warrants amounts to nominally DKK 94,552 (corresponding to up 10% of the Company’s current share capital),
  4. that the new shares are to be subscribed for at a price equal to +/- 10% of the market price of the Company’s shares at the time of issuance of the warrants as determined by the board of directors,
  5. that the new shares shall be paid in full,
  6. that the new shares shall belong to the same share class as the existing shares, 
  7. that the warrants and the new shares can be subscribed without pre-emption rights for the Company's existing shareholders and there shall be no restrictions on the pre-emptive rights of the new shares in future capital increases,
  8. that there shall be no restrictions on the transferability of the new shares,
  9. that no shareholder must be obliged to redeem his shares,
  10. that the new shares are negotiable instruments,
  11. that the new shares must be registered shares and must be registered in the Company's register of shareholders, which is held by VP Securities A/S or as chosen by the board of directors,
  12. that the new shares give right to dividends and other rights in the Company from the date when the relevant capital increase has been registered by the Danish Companies Agency, and
  13. that the capital increase can be effected by cash payment, conversion of debt or a combination thereof.

As a consequence hereof the board of directors propose that the authorization is included in the Company's articles of association under article 3.1.2.

 

Re item 8: Changes to the Company’s articles of association

The board of directors propose that the Company’s articles of association is amended as set out in the mark-up version of the articles of association attached as appendix 1 (all suggested changes are shown with track changes in the enclsoed PDF version).

 

---

 

Majority requirements

The proposal on items 6, 7 and 8 of the agenda shall be adopted by 2/3 majority of votes cast as well as of the share capital represented at the extraordinary general meeting. 

The proposal on items 1, 3, 4 and 5 of the agenda shall be adopted by simple majority of votes.

Share capital  
At the time of the notice of the general meeting, the Company’s nominal share capital is DKK 945,526.80, divided into shares of nominally DKK 0.10 each. Each share of DKK 0.10 carries one vote. 

 

Registration date and shareholders’ voting rights 
The registration date is Thursday 16 April 2020.

The right of a shareholder to attend a general meeting and to vote is determined on the basis of the number of shares held by the shareholder at the registration date. The shares held by each shareholder are determined at the registration date based on the number of shares held by that shareholder as registered in the Company’s register of shareholders and on any notification of ownership received by the Company at the registration date for the purpose of registration in the Company’s register of shareholders, which have not yet been registered. Participation is conditional upon the shareholder having obtained an admission card in due time as described below.

Admission cards 
Shareholders who are entitled to attend the general meeting and who wish to attend the general meeting must request an admission card no later than on Tuesday 21 April 2020 at 23:59 (CEST). 

Admission cards for the general meeting may be obtained by one of the following ways: 

  • Electronically through the menu “Investor” on the Company’s website, https://fluoguide.com/investor/general-meeting/.

  • In writing by using the registration form, which is available on the Company’s website, https://fluoguide.com/investor/general-meeting/. The completed and signed form must be scanned and e-mailed to the Company either by email to info@fluoguide.com or by ordinary mail to FluoGuide A/S, Ole Maaløes Vej 3, DK-2200 Copenhagen N, Denmark.

Admission cards ordered will be distributed to the email address which has been stated on the registration form.  Admission cards and the related ballot papers must be printed and brought to general meeting. If it is not possible for you to print your admission card and ballot paper, please contact the Company by email to info@fluoguide.com.

Proxy 
Subject to having requested an admission card, shareholders may attend the general meeting in person or by proxy. Proxies may be submitted by one of the following ways:

  • Electronically through the menu “Investor” on the Company’s website, https://fluoguide.com/investor/general-meeting.

  • In writing by using the proxy form, which is available on the Company’s website, info@fluoguide.com. The completed and signed form must be scanned and emailed to the Company either by email to info@fluoguide.com or by ordinary mail to FluoGuide A/S, Ole Maaløes Vej 3, DK-2200 Copenhagen N, Denmark.

Proxy forms must be received by the Company no later than on Tuesday 21 April 2020 at 23:59 (CEST). 

It is possible to submit either proxy or vote by correspondence, cf. below, but not both.

The right to attend and vote by proxy is subject to presentation of appropriate identification. If appropriate identification is not presented, attendance and/or voting right may be rejected.

Voting by correspondence 
Shareholders who are not able to attend the general meeting may vote by correspondence. Votes by correspondence may be submitted by one of the following ways:

  • Electronically through the menu “Investor” on the Company’s website, https://fluoguide.com/investor/general-meeting.

  • In writing by using the voting by correspondence form, which is available on the Company’s website, https://fluoguide.com/investor/general-meeting. The completed and signed form must be scanned and emailed to the Company either by email to info@fluoguide.com or by ordinary mail to FluoGuide A/S, Ole Maaløes Vej 3, DK-2200 Copenhagen N, Denmark.

Votes by correspondence must be received by the Company no later than on Wednesday 22 April 2020 at 16:00 (CEST).

It is possible to submit either proxy or vote by correspondence, cf. above, but not both.

Additional information
Until and including the day of the general meeting, additional information regarding the general meeting will be available on the Company’s website, https://fluoguide.com/investor/general-meeting, including: 

  • The notice to convene the general meeting, including the agenda and the complete proposals; 

  • The proxy/voting by correspondence form for use in connection with voting by proxy or by correspondence; 

  • The aggregated number of shares and voting rights as of the date of the notice to convene the general meeting; and

  • The annual report with auditors’ report for adoption

Questions from the shareholders 
Shareholders may ask questions regarding the agenda and documents concerning the general meeting may be submitted in writing prior to general meeting by ordinary mail to the Company to the address Ole Maaløes Vej 3, DK-2200 Copenhagen N, or by email to info@fluoguide.com. Questions must be received no later than Thursday 16 April 2020. 

Personal data
With regards to collection and processing of personal data, reference is made to the Company’s information sheet on data protection in connection with general meetings, which is available on the Company’s website, https://fluoguide.com/investor/legal-gdpr/.

Copenhagen, 8 April 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

__________________________________________________________________________________

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.

Tags:

About Us

FluoGuide A/S develops surgical solutions that is expected to reduce suffering for the patient and increases the likelihood of cure as well as reducing costs for the health care system. The first product is the compound FG001, which lights up the cancer and its invasive growth into the surrounding tissue. Preclinical studies have demonstrated the potential of FG001 to vastly improve the likelihood of performing radical surgery (removal of all cancer) and thereby improving outcome and survival. FluoGuide is initially focused on glioblastoma (brain tumor) but the Company plan to expand its business to other solid tumors. Market launch of FG001 in a first country is expected in 2022/2023.