Notice of Extraordinary General Meeting in InDex Pharmaceuticals Holding AB (publ)
September 19, 2019 – Shareholders in InDex Pharmaceuticals Holding AB, reg. nr 559067-6820, are hereby summoned to an Extraordinary General Meeting on Wednesday October 9, 2019 at 4:00 p.m. (CET) at the Company´s premises, Tomtebodavägen 23a in Stockholm, Sweden. Registration for the meeting begins at 3:30 p.m.
Shareholders who wish to participate in the meeting must:
(i) be entered as a shareholder in the share register kept by Euroclear Sweden AB as of the record day, which is 3 October 2019; and
(ii) give notice to the Company of its and any advisor’s intention to attend no later than 3 October 2019. Notification of attendance may be given in writing to the Company by e-mail to email@example.com or by mail to InDex Pharmaceuticals Holding AB, Tomtebodavägen 23a, 171 77 Stockholm, Sweden.
When giving notification, please state your name, adress as well as the number of shares you will represent. Further, if applicable, please also state the number of advisors (no more than two) to attend the Extraordinary General Meeting. In order to facilitate the entry into the meeting, proxies, registration certificates and other authorization documents should be submitted to the Company along with your notice.
Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding deputies, proxies and advisors will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting.
Nominee registered shares
Shareholders who have had their shares registered in the name of a nominee must, in order to be entitled to participate at the meeting, request temporary registration in the transcription of the share register maintained by Euroclear Sweden AB. The shareholder must notify the nominee hereof well in advance of Thursday, 3 October 2019, at which time such registration shall have been made.
Representatives and proxies
Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a certified copy of the certificate of registration of the legal entity or, if such document does not exist, of a corresponding document of authority. Power of attorney forms for shareholders who wish to participate by proxy are available on the Company’s website www.indexpharma.com. The original version of the power of attorney shall also be presented at the meeting
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of at least one person to verify the minutes
- Determination as to whether the meeting has been duly convened.
- Resolution to approve the Board of Directors’ resolution on a new issue of shares with deviation from the shareholders’ preferential rights; and
- Closing of the meeting.
Resolution proposed by the Board of Directors
Item 6. Resolution to approve the Board of Directors’ resolution on a new issue of shares with deviation from the shareholders’ preferential rights
The Board of Directors of the Company proposes that the meeting resolves to approve the Board of Directors’ resolution on a new issue of no more than 6,243,745 shares with deviation from the shareholders’ preferential rights with the following terms:
The Company’s share capital may be increased with not more than SEK 124,874.9 through the issuance of not more than 6,243,745 new shares (the “Shares”), each with a quotient value of SEK 0.02.
The right to subscribe for the new Shares shall with derogation from the shareholders’ pre-emption rights belong to the investors who have notified their interest in the book-building process.
The new Shares are issued against a subscription price equal to the amount of SEK 6.98 per Share. The subscription price has been determined by the Company’s Board of Directors in consultation with its financial advisors based on a book-building process among institutional investors. The reasons for the deviation from the shareholders’ preferential rights are to raise capital for planned preparations towards a phase III clinical program in a timely and cost-efficient manner and to diversify the shareholder base. The Board of Directors’ assessment is that the subscription price in the directed share issue is in accordance with market conditions, since it has been determined through an accelerated book building procedure.
Subscription of Shares shall be made in a special subscription list no later than 10 October 2019. Payment for the new Shares shall be made in cash to an account designated by the Company no later than 10 October 2019. The Board of Directors shall be entitled to extend the subscription period and the period of time for payment.
The new Shares shall entitle to dividends from and including the first record date for dividends decided after the new Shares have been registered with the Swedish Companies Registration Office.
The chairman of the Board of Directors, the managing director, or anyone authorized by the Board of Directors, shall have the right to make any minor adjustments required in order to register this resolution.
A resolution in accordance with item 6 requires support by shareholders holding not less than two-thirds (2/3) of both the shares voted and of the shares represented at the general meeting.
Number of shares and votes in the company
The total number of shares in the Company at the time of issuance of this notice is 68,781,275. The Company does not hold any of its own shares.
Shareholders' right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the Board of Directors and the managing director are under a duty to, if any shareholder so requests and the Board of Directors deems that it can be made without material damage to the Company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the Company's economic situation. Such duty to provide information also comprises the Company's relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
Complete proposals and other documents to be kept available pursuant to the Swedish Companies Act will be kept available at the Company's office not later than two (2) weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the Company's website www.indexpharma.com. All the above mentioned documents will also be presented at the general meeting.
Stockholm, September 2019
Offical version of notice to attend the Extraordinary General Meeting
The official version of the notice to attend the Extraordinary General Meeting is in the Swedish language and available for download at www.indexpharma.com
The Board of Directors
For more information:
Peter Zerhouni, CEO
Phone: +46 8 508 847 35
InDex Pharmaceuticals in brief
InDex is a pharmaceutical development company focusing on immunological diseases where there is a high unmet medical need for new treatment options. The Company’s lead asset is the drug candidate cobitolimod, which is in late stage clinical development for the treatment of moderate to severe active ulcerative colitis – a debilitating, chronic inflammation of the large intestine. InDex has also developed a platform of patent protected discovery stage substances, so called DNA based ImmunoModulatory Sequences (DIMS), with the potential to be used in treatment of various immunological diseases.
InDex is based in Stockholm, Sweden. The Company’s shares (ticker INDEX) are traded on Nasdaq First North Growth Market Stockholm. Redeye AB with e-mail firstname.lastname@example.org and phone number +46 8 121 576 90 is the Company’s Certified Adviser. For more information, please visit www.indexpharma.com
The information was submitted for publication through the agency of the contact person set out above at 23:10 CET on September 19, 2019.