CONVENING NOTICE - EXTRAORDINARY GENERAL MEETING IN IMMUNOVIA AB (publ)
LUND (SWEDEN) – Immunovia AB (publ), reg. no. 556730-4299, hereby gives notice that an Extraordinary General Meeting (“EGM”) will take place on Thursday 16th March 2023 at 10.00 at The Spark, Scheeletorget 1, Medicon Village, in Lund. Registration to the EGM starts at 09:45.
Pursuant to section 9 of Immunovia AB’s articles of association, the board has resolved that shareholders may exercise their voting rights at the EGM by post. Shareholders may therefore choose to exercise their voting rights in person at the meeting, by proxy or through advance voting via regular mail or e-mail.
Preconditions for participation
A shareholder who wishes to participate in the EGM must (i) be recorded in the share register prepared by Euroclear Sweden AB relating to the circumstances on 8th March 2023, and (ii) notify its intention to participate in the EGM no later than 10th March 2023, either by post to ”Bolagsstämma”, Immunovia AB, Scheelevägen 2, 223 63 Lund, Sweden or via email to bolagsstamma@immunovia.com, or by casting an advance vote in accordance with what is set out below no later than 10th March 2023. A participation notice shall contain name and personal identity number or corporate registration number, address, telephone number, registered shareholding in Immunovia AB and number of attending assistants, if any (not more than 2).
To be entitled to participate in the EGM, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of 8th March 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed no later than 10th March 2023 will be taken into account when preparing the register of shareholders.
Advance voting via regular mail or e-mail
The shareholders may also exercise their voting rights at the EGM by voting in advance, so-called postal voting. A special form shall be used for advance voting, which once completed and signed shall be sent to the company either by post to ”Bolagsstämma”, Immunovia AB, Scheelevägen 2, 223 63 Lund, Sweden or via email to bolagsstamma@immunovia.com. The voting form will be available at the company’s website https://immunovia.com/sv/bolagsstamma/, and will be sent to shareholders who so request. The voting form must be received by the company no later than 10th March 2023. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the voting form. Submission of a voting form is considered as a notification of participation.
Authorisation documents
Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Such proxy forms are available at https://immunovia.com/sv/bolagsstamma/. The proxy should be sent to the company in accordance with the above, together with the participation notice or with the advance notice form. If the proxy is issued by a legal entity, a copy of the certificate of registration or an equivalent certificate of authority must be submitted to the company.
Proposed agenda
- Opening of the meeting and election of a chairman for the meeting
- Preparation and approval of voting list
- Election of person(s) to approve the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution regarding approval of the board’s resolution of a share issue with preferential rights for existing shareholders
- Closing of the meeting
The board’s resolution proposals at Immunovia AB’s Extraordinary General Meeting, 2023-03-16
§ 1 Opening of the meeting and election of a chairman for the meeting
The board proposes that the chairman of the board, Carl Borrebaeck, should be elected as chairman for the meeting or, if he is not able to participate at the meeting, another person proposed by the board.
§ 6 Resolution regarding approval of the board’s resolution of a share issue new shares with preferential rights for existing shareholders
The board proposes that the EGM approves the resolution of the board on 20 February 2023 to increase the company’s share capital with not more than SEK 1,508,772.00, through a issuance of not more than 30,175,440 new shares with preferential rights for existing shareholders (the “Rights Issue”) in accordance with the following terms. The purpose with the Rights Issue is, among other things, to finance the company's accelerated commercial roll-out of IMMray® PanCan-d, research and development and financing of the business including general ongoing costs in accordance with the company's communicated strategy.
The right to subscribe for the new shares with pre-emption right shall be granted those which on the record day for the Rights Issue are registered as shareholders in the company. Holding of one (1) share entitles to one (1) subscription right. Three (3) subscription rights entitles the holder to subscribe for four (4) new shares.
In the event that not all shares are subscribed for with subscription rights, the board of directors shall, within the Rights Issue’s maximum amount, resolve on the allotment of shares subscribed for without the support of subscription rights, whereby allotment shall be made according to the following allotment principles: (i) firstly, allotment shall be made to those who have subscribed for shares on the basis of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, pro rata in relation to the number of subscription rights used for subscription and, to the extent that this cannot be done, through the drawing of lots, (ii) secondly, allotment shall be made to others who have signed up for subscription without the support of subscription rights. In the event that these cannot receive full allotment, allotment shall be made pro rata in proportion to the number of shares which subscription have been applied for by each and, to the extent that this cannot be done, through the drawing of lots, (iii) thirdly and finally, any remaining shares shall be allotted to the parties that guaranteed the Rights Issue, in accordance with to the guarantee commitments made.
The record date for obtaining subscription rights and participating in the Rights Issue shall be 21 March 2023. Subscription of new shares with subscription rights shall be made by cash payment during the period from and including 23 March 2023 to and including 6 April 2023. Application to subscribe for new shares without subscription rights shall be made on a separate application form during the same period as subscription with preferential rights. Subscription of new shares subscribed for without pre-emptive rights (including those who have guaranteed the Rights Issue) shall be made through a subscription list up until and including 12 April 2023. Payment for new shares subscribed for without pre-emptive rights (including those who have guaranteed the Rights Issue) shall be made in cash no later than 17 April 2023. The board of directors shall have the right to extend the subscription period and postpone the date for payment.
The new shares shall be issued to a subscription price per share of SEK 6.70. The part of the subscription price which exceeds the shares’ quota value shall be allocated to the free share premium reserve.
The new shares entitle to dividends for the first time on the first record date for dividend that take place after the Rights Issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
The board of directors, or any person they appoint, shall be authorized to make such minor adjustments of the general meetings resolution as might be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Number of shares and votes
As per the date of this notice, there are a total of 22,631,581 shares in the company, each share representing one vote. The company does not hold any of its own shares.
Documents
Documentation in accordance with Chapter 13, Section 6 of the Swedish Companies Act will be available at the company’s address as stated above and on the company’s website https://immunovia.com/sv/bolagsstamma/ no later than three weeks prior to the EGM. Further, the proxy form and the voting form are kept available in the same way. Copies of the documents will be sent upon request to shareholders providing their address to the company.
Information at the EGM
The board shall, if any shareholder so requests and the board believe that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear’s webpage, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in February 2023
Immunovia AB (publ)
The board of directors
For more information, please contact:
Philipp Mathieu,
CEO and President
philipp.mathieu@immunovia.com
Karin Almqvist Liwendahl
Chief Financial Officer
karin.almqvist.liwendahl@immunovia.com
+46 709 11 56 08
About Immunovia
Immunovia is a diagnostic company with the vision to revolutionize blood-based diagnostics and increase survival rates for patients with cancer.
Our first product, IMMray™ PanCan-d is the only blood test currently available specifically for the early detection of pancreatic cancer. The test has unmatched clinical performance. Commercialization of IMMray™ PanCan-d started in August 2021 in the USA and IMMray™ PanCan-d is offered as a laboratory developed test (LDT) exclusively through Immunovia, Inc. For more information see: www.immunoviainc.com.
Immunovia collaborates and engages with healthcare providers, leading experts and patient advocacy groups globally to make this test available to all high-risk pancreatic cancer groups.
The USA, the first market in which IMMray™ PanCan-d is commercially available, is the world’s largest market for the detection of pancreatic cancer with an estimated value of more than USD 4 billion annually.
Immunovia’s shares (IMMNOV) are listed on Nasdaq Stockholm. For more information, please visit www.immunovia.com
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