Notice of Annual General Meeting
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT
Oslo, 23 February 2015: The Board of Directors of Nordic Nanovector ASA (“Nordic Nanovector” or the “Company”) calls for the Annual General Meeting of Nordic Nanovector to be held on Monday 9 March 2015 at 15:00 hours (CET) at the Company’s offices in Kjelsåsveien 168 B in Oslo, Norway.
The attached notice of the Annual General Meeting includes items regarding approval of the annual accounts for the financial year 2014 and other customary matters for the Annual General Meeting. In addition, the Board of Directors proposes that the General Meeting resolves to increase the share capital of the Company and to grant the Board of Directors with an authorisation to increase the share capital in connection with the contemplated initial public offering (the “IPO”), as well as to grant the Board of Directors with an authorisation to increase the share capital in connection with and the employee share incentive arrangements.
The Annual General Meeting shall also elect members of the Board of Directors and members of the Nomination Committee. The Nomination Committee will propose such members and remuneration for such members, and the proposal will be made available on the Company’s website www.nordicnanovector.com.
The annual accounts and the annual report for the financial year 2014 are in accordance with the first paragraph of Section 7 of the Articles of Association available on the Company’s website www.nordicnanovector.com.
The background for the proposals is further set forth in the attached notice of the Annual General Meeting. The notice is also available on the Company’s website www.nordicnanovector.com.
INFORMATION
Luigi Costa, CEO
Cell: (41) 79 124 8601
Fax: (47) 22 58 00 07
E-mail: lcosta@nordicnanovector.com
Tone Kvåle, CFO
Cell: (47) 91 51 95 76
Fax: (47) 22 58 00 07
E-mail: tkvale@nordicnanovector.com
Further information about the Company can be found at www.nordicnanovector.com.
About Nordic Nanovector
Nordic Nanovector was established in 2009 and has its main office and laboratories in Oslo, Norway. The Company aspires to become a leading provider of Antibody-Radionuclide-Conjugate (“ARC”) clinical solutions, to address major unmet medical needs and to advance cancer care through its innovative therapy programs and patented technologies. The Company intends to directly commercialize its product candidates, by creating a differentiated and specific positioning, investing in cross-specialty collaboration and medical education. The Company is also committed to continue developing the ARC pipeline leveraging on its proprietary nanovector targeting technology.
The Company’s lead product candidate, Betalutin™, is an Antibody-Radionuclide-Conjugate that aims to prolong the survival and improve the quality of life of patients who suffer from non-Hodgkin Lymphoma (“NHL”), a life-threatening blood cancer with a high unmet medical need. The product candidate is currently undergoing a Phase I/II clinical trial for treatment of relapsed NHL. Further information about the Company can be found at www.nordicnanovector.com.
IMPORTANT INFORMATION
United States
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Shares”) of Nordic Nanovector ASA (the “Company”) in the United States, Norway or any other jurisdiction. The Shares of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The Shares of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act.
European Economic Area
Any offering of securities will be made by means of a prospectus to be published that may be obtained from the issuer or selling security holder, once published, and that will contain detailed information about the Company and its management, as well as financial statements.
These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not subscribe for any securities referred to in these materials except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in Norway) that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive (“Qualified Investors”), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.
United Kingdom
In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
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