Notice of Annual General Meeting of Genovis AB (publ)
Shareholders of GENOVIS AB (publ) are hereby summoned to the Annual General Meeting (“the Meeting”) to be held on Tuesday, Mach 20, 2012, at 5:00 p.m. at Scheelevägen 22, Lund, Sweden. Registration for the Meeting will commence at 16:30 pm.
Agenda
- Opening of the meeting.
- Election of chairman for the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of two persons to attest to the accuracy of the minutes.
- Decision on whether proper notice of the Meeting has been made.
- Presentation of the annual report and the auditors’ report, as well as of the consolidated financial statements and the auditors’ report for the Genovis Group.
- The president's speech, after which shareholders will have the opportunity to ask questions to the president, chairman of the board and the auditors.
- Resolutions regarding: a. Adoption of the income statement and the balance sheet for the parent company, as well as of the consolidated income statement and the consolidated balance sheet for the Genovis Group. b. Disposition of Genovis’ profit/loss in accordance with the approved balance sheet. c. Discharge from liability of the Members of the Board of Directors and the President.
- Decisions on the number of Members and Deputy Members of the Board of Directors, who shall be appointed by the Meeting.
- Decisions on the compensation that shall be paid to the Board of Directors.
- Decisions on the compensation that shall be paid to the auditors.
- Election of Chairman of the Board of Directors and other Members of the Board of Directors.
- Appointment of Directors to the Nomination Committee and adoption of instructions for the Nomination Committee.
- Proposals for resolution on guidelines for salary and on other remuneration for the President and other Members of the management.
- Proposal for resolution on amendment of the Articles of Association p 4.
- Proposal for resolution on amendment of the Articles of Association p 5.
- Proposal regarding reverse share split.
- The Board of Director's proposal to decide upon a new share issue.
- Share issue authorization to the Board of Directors.
- Other business to be addressed by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
- Proposal that the CEO or those appointed by the Board shall be authorised by the Meeting to make the minor amendments to the Annual General Meeting’s resolutions that may prove necessary in relation to registration at the Swedish Companies Registration Office.
- Conclusion of the Meeting
Item 16 - Board proposal for resolution on reduction of share capital
The Board proposes that the Meeting resolves to reduce the company's share capital by 24,925,363.2 SEK to 2,769,484.8 SEK in accordance with the Companies Act, chapter 20, § 1 p1. This reduction means that the par value per share decreases from 0.40 kronor to 0.04 kronor.
4 Share capital
The share capital shall comprise at the lowest two million four hundred thousand (2,400,000) SEK and at the highest nine million six hundred thousand (9,600,000) SEK.
A resolution under paragraph 16 requires that the resolution supported by shareholders representing at least two thirds of the votes cast and the shares represented.
Item 17 - Amendment of the Articles of Association p.5
To enable the consolidation of the Company's shares proposed in paragraph 18, the Board proposes that the Meeting resolves that the number of shares pursuant to section 5 of the Articles of Association are amended accordingly.
5. Number of shares
The number of shares shall be at the lowest six million (6,000,000) and at the highest twenty-four million (24,000,000).
A resolution under paragraph 17 requires that the resolution supported by shareholders representing at least two thirds of the votes cast and the shares represented.
Item 18 - Board proposal regarding reverse share split
The number of shares shall be reduced by shares added up 1:10, which means that 10 shares are consolidated into one share. The record date for the reverse split will be 10 April 2012. The Board proposed to be authorized to amend the date of the record and take the other actions required in the aggregation mixture implementation.
Decisions under the proposal may be enforced only on the condition of an agreement reached with one or more shareholders that they will free of charge by Euroclear Sweden AB provide those shareholders whose holdings are not evenly divisible by 10, so many shares that their respective shareholdings are evenly divisible by 10.
After the reverse split is implemented, the number of shares to reduce from 69,237,120 to 6,923,712 which would imply a ratio value of 0.4 SEK / share after the reverse split.
A resolution under paragraph 18 requires that the resolution supported by shareholders representing at least two thirds of the votes cast and the shares represented.
Item 19a - The Board of Director's proposal to decide upon a new share issue.
The board proposes that the AGM decides upon a new share issue with preemptive rights for current shareholders, at which two existing share give right to the subscription of one new share at issue price of SEK 3:50 per share. The share capital will at the most rise by SEK 1,384,742.4 by the issuing of new shares to a maximum of 3,461,856 at full subscription. The share issue results in a dilution effect of 33%.
In the event that all shares are not subscribed with subscription rights, the Board will decide that allotment will occur subject to the maximum amount of the Offering. The Board will primarily allot shares to persons that have subscribed for shares based on subscription rights, pro rata in proportion to their subscription with support of subscription rights, and secondly to persons that have applied for subscription without subscription rights, pro rata in proportion to their stated interest.
Following the completed share issue the share capital will amount to, at the maximum, SEK 4,154,227.2 and the number of shares to 10,385,568. The company receives SEK 12.1 million before costs for the share issue.
The issue is fully guaranteed by written subscription agreements and guarantees. Subscription commitments amounting to 22.3% of the subscription amount. Guarantees submitted by Genovis principal owner Mikael Lönn and LMK Ventures AB.
Timetable for new issue
April 16, 2012 Last trading day for Genovis share, including subscription rights for new issue.
April 19, 2012 Record date for participation in the new issue; shareholders registered in Genovis’ share register on this day receive subscription rights for participation in the new issue.
April 25 – May 10, 2012 Subscription period. Subscription with preferential rights through cash payment during the subscription period. Shareholders may report their intention to subscribe throughout the subscription period.
The decision requires an amendment of Association p.4 and p5.
Ithem 19b
The Board proposes to the AGM to decide on a share issue directed to LMK Ventures AB.
The share capital will at the most rise by SEK 580,000 by the issuing of new shares to a maximum of 1,450,000 at full subscription. Allocation shall be made on condition that the new share issue in ithem19a is fully subscribed. The Board allocates the shares in the rights issue within the maximum amount and the issue price will be SEK 3.50 in compliance with the rights issue in ithem 19a.
Subscription of new shares shall be made during the period from May 10, 2012 to and including May 20 2012. The new shares shall entitle to dividend from the financial year 2012.
The reason for the deviation from the shareholders preemptive right is to address the interest of LMK Ventures Ltd in the previous issue.
The decision requires an amendment of Association p.4 and p5.
Item 20 Share issue authorization
The Board proposes that the Meeting resolve to grant authorization to the Board, for a period that does not extend past the date of the next Annual General Meeting, on one or several occasions, with or without pre-emptive rights for shareholders, to resolve on the issue of new shares, convertibles or subscription options. It should also be possible to make such an issue resolution stipulating cash payment and/or stipulating payment in kind or set-off or otherwise with conditions. The issue price for the new shares shall, in each instance, be set as close as possible to the market price of the Company’s share. As a result of this authorization, share capital could increase by a maximum of SEK 1,600,000 through the issuance of 4,000,000 new shares at full subsciption.
A resolution under paragraph 16 requires that the resolution supported by shareholders representing at least two thirds of the votes cast and the shares represented.
The decision requires an amendment of Association p.4 and p5.
Participation
To be entitled to participate in the business of the Meeting, shareholders must be recorded in the register of shareholders maintained by Euroclear Sweden AB (former VPC AB, the Swedish Securities Register Center) no later than, March 14, 2012, and must notify Genovis of their intention to attend the Meeting no later than March 14, 2012.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected March 14, 2012.
Shareholders are requested to inform their nominees well in advance of this date.
Notification
- mail to GENOVIS AB (publ), Box 270, 220 07 Lund
- telephone +46 (0)46-10 12 30
- fax +46 (0)46-12 80 20
- e-mail: info@genovis.com
When registering, shareholders should state their:
- name/company name
- personal identification or corporate identity number
- address, telephone number
- name and personal identification number of any representatives
- name of the attendance of any assistants
Documents
The proposal regarding the decision to issue and authorizing the Board of Directors to increase share capital will be available from February 28, 2012 and sent to shareholders who so request and state their address.
Accounting documents and the Audit report as well as the Nomination Committee and Board Board of Directors' complete proposals will be made available at Genovis and on Genovis website no later than March 6, 2012 and will be sent to shareholders that request the Company to do so.
Lund February 20, 2012
Board of Directors
For more information, please contact: Sarah Fredriksson, CEO, Genovis AB Tel: 4646 -101235 sarah.fredriksson@genovis.com
ABOUT GENOVIS
Genovis develops and sells innovative technologies from two unique product portfolios. The first includes enzymes that facilitate development and quality control for applications such as antibody-based drugs. The products launched to date are aimed at customers who work with development of drugs, new diagnostic methods and basic research.
The second consists of nanotechnology in new contrast agents and focuses on design, production and characterization of nanostructures as contrast agents in medical imaging. The nanostructures and methods that Genovis focuses on can also be used as carriers of various substances in the development of new drug delivery methods. The projects are mainly in-house, but also include collaborations with research groups, including at Lund University.
Genovis shares are listed on the First North OMX Nordic Exchange and Thenberg fondkommission is the certified advisor.