Bifogade filer
Extraordinary General Meeting in Oncopeptides AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
The shareholders in Oncopeptides AB (publ), reg. no. 556596-6438, with registered office in the municipality of Stockholm, (“Oncopeptides” or the “Company”) are hereby given notice to attend the Extraordinary General Meeting to be held at Tändstickspalatset, Västra Trädgårdsgatan 15, SE-111 53 Stockholm, Sweden on Monday 15 April 2024 at 15:00 CEST. Registration for attendees will commence at 14:30 CEST
A shareholder may participate in the Extraordinary General Meeting at the venue (in person or represented by a proxy) or through advance voting (postal voting).
Right to participate in the Extraordinary General Meeting and notice of participation
Participation in the Extraordinary General Meeting at the venue
A shareholder who wishes to participate in the Extraordinary General Meeting at the venue (in person or represented by a proxy) must (i) be recorded as a shareholder in the share register prepared by Euroclear Sweden AB relating to the circumstances on 5 April 2024, and (ii) no later than 9 April 2024 give notice of its intention to participate through mail or e-mail.
Notice of intention to participate in the Extraordinary General Meeting can be given:
- by mail addressed to Oncopeptides AB (publ), “EGM”, Luntmakargatan 46, SE-111 37 Stockholm, Sweden, and
- by e-mail to lisa.swedel@oncopeptides.com.
When providing such notice, the shareholder should state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy. Shareholders who are represented by proxy must issue a written, dated proxy for the representative. Proxy forms are available at www.oncopeptides.com. The proxy should be sent to the Company as set out above well in advance of the Extraordinary General Meeting. If the proxy is issued by a legal entity, a certificate of registration or an equivalent certificate of authority should be enclosed.
Participation by voting in advance
A shareholder who wishes to participate in the Extraordinary General Meeting by voting in advance (postal voting) must (i) be recorded as a shareholder in the share register prepared by Euroclear Sweden AB relating to the circumstances on 5 April 2024, and (ii) notify its intention to participate in the Extraordinary General Meeting no later than 9 April 2024, by casting its advance vote in accordance with the instructions below so that the advance voting form is received by the Company no later than on that day.
A shareholder who wishes to participate in the Extraordinary General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Extraordinary General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used when voting in advance. The form is available on www.oncopeptides.com. A completed and signed form may be submitted via mail addressed to Oncopeptides AB (publ), “EGM”, Luntmakargatan 46, SE-111 37 Stockholm, Sweden, and by e-mail to lisa.swedel@oncopeptides.com. The completed form shall be received by Oncopeptides AB (publ) not later than 9 April 2024. 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 form for advance voting.
If a shareholder votes in advance by proxy, a written and dated proxy shall be enclosed to the advance voting form. Proxy forms are available at www.oncopeptides.com. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed.
If a shareholder has voted in advance and attends the Extraordinary General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Meeting or otherwise withdraws its advance vote. If the shareholder chooses to participate in a voting at the Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Nominee registered shares
To be entitled to participate in the Meeting, in addition to providing notification of participation, 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 relating to the circumstances on 5 April 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 9 April 2024 are taken into account when preparing the register of shareholders.
Proposed agenda
- Opening of the Extraordinary General Meeting;
- election of chairman of the Extraordinary General Meeting;
- preparation and approval of voting list;
- approval of the agenda;
- election of one or two persons to approve the minutes;
- determination as to whether the Extraordinary General Meeting has been duly convened;
- resolution to amend the articles of association;
- resolution to approve the board of directors' resolution on a new issue of ordinary shares with preferential rights for the shareholders;
- closing of the Extraordinary General Meeting.
The Board of Directors’ proposed resolutions
Election of chairman of the Extraordinary General Meeting (item 2)
The Board of Directors has proposed that Johan Winnerblad, from the law firm Vinge, is elected chairman of the Extraordinary General Meeting.
Resolution to amend the articles of association (item 7)
In order to enable the proposed share issue pursuant to items 8 below, the Board of Directors proposes that the Extraordinary General Meeting resolves to amend the articles of association whereby the share capital and the number of shares are increased in accordance with the below:
| Current wording | Proposed wording |
| 4 § Share capital The share capital of the company shall be no less than SEK 7,200,000 and no more than SEK 28,800,000. | 4 § Share capital The share capital of the company shall be no less than SEK 22,909,091 and no more than SEK 91,636,364. |
| 5 § The Shares The number of shares shall not be not less than 66,000,000 and not more than 264,000,000 shares. /…/ | 5 § The Shares The number of shares shall not be not less than 210,000,000 and not more than 840,000,000 shares. /…/ |
The resolution to amend the articles of association is conditional upon that the Extraordinary General Meeting resolves in accordance with the Board of Directors’ resolution under item 8. Registration of the proposed amendment in item 7 requires that the share capital and the number of shares in the Company, after completion of the share issue in item 8, falls within the range for the minimum and maximum share capital and the minimum and maximum number of shares specified in the proposal under this item 7. In the event that the number of shares in the rights issue in accordance with item 8 fits within the limits of the existing articles of association, the Board of Directors may refrain from submitting the now proposed articles of association for registration.
Resolution to approve the board of directors' resolution on a new issue of ordinary shares with preferential rights for the shareholders (item 8)
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the resolution by the Board of Directors on 13 March 2024, to increase the Company’s share capital through an issue of ordinary shares with preferential rights for the shareholders made on the terms set out below (the “Rights Issue”). The objective of the Rights Issue is to finance the ongoing commercialization of Pepaxti in Europe, support the geographical expansion of Pepaxti outside of Europe and maintain the Company’s portfolio of pre-clinical assets.
The Board of Directors shall be authorised to, no later than five weekdays prior to the record date, decide on the maximum amount that the Company’s share capital shall be increased with, the maximum number of ordinary shares that shall be issued in the Rights Issue, the number of existing shares that shall entitle to subscription for a certain number of new ordinary shares and the subscription price that shall be paid for each new ordinary share. The amount that exceeds the quota value of the shares shall be allocated to the free share premium reserve.
Each holder of ordinary shares shall have preferential rights to subscribe for new ordinary shares pro rata to the number of shares previously held by them. The Company holds all issued class C shares in treasury. Should all shares not be subscribed for by virtue of subscription rights, the Board of Directors shall, within the framework of the maximum amount of the Rights Issue, decide on the allocation of ordinary shares which have not been subscribed for by virtue of subscription rights. In such case, ordinary shares shall firstly be allocated to those who have expressed an interest in subscribing and subscribed for new ordinary shares by virtue of subscription rights, regardless if the acquirer were a shareholder on the record date or not, and in the event of oversubscription, in relation to the number of subscription rights each have exercised for subscription of new ordinary shares. Secondly, ordinary shares will be allocated to others whom have declared interest in subscribing for ordinary shares without exercising subscription rights, and in the event of oversubscription, in relation to the number of new ordinary shares specified in the respective subscription registration, and, to the extent that this is not possible, by lottery. Thirdly and last, allotment of ordinary shares shall be made to the investors who provided guarantees and in accordance with the conditions of their respective guarantee to the extent this cannot be done, by lottery.
The record date for determining the right to receive subscription rights shall be 17 April 2024. Subscription for new shares by virtue of subscription rights shall be made by way of cash payment during the period from 19 April 2024, up to and including 3 May 2024. Subscription of shares not based on subscription rights shall be made through subscription on an application form during the same subscription period and, as regards those subscribing in the capacity of guarantor of the Rights Issue, up to and including 13 May 2024. Payment for shares which have not been subscribed for based on subscription rights shall be made in cash not later than two (2) banking days following the date of the dispatch of a contract note specifying allocation of shares. The Board of Directors shall be entitled to prolong the subscription period as well as postpone the time of payment.
The new shares entitle to dividend 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 the person that the Board of Directors appoints, shall be authorised to make minor adjustments to the Extraordinary General Meeting’s resolutions as may be required in connection with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.
The resolution is conditional upon the Extraordinary General Meeting’s resolution to amend the Articles of Association, pursuant to item 7 of the agenda.
Required majority
Items 7-8 on the agenda are conditional on each other. The resolutions under item 7 on the agenda must be supported by shareholders representing no less than two-thirds (2/3) of the votes cast and the shares represented at the Extraordinary General Meeting.
Documents
Relevant documents pursuant to the Swedish Companies Act will be made available at the Company’s website, www.oncopeptides.com, no later than 25 March 2024 and at the premises of the Company, address Luntmakargatan 46, SE-111 37 Stockholm, Sweden, and will be sent free of charge to shareholders who so request and state their postal address or email address.
Information at the Extraordinary General Meeting
The Board of Directors and the CEO shall, if requested by a shareholder and if the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of a matter on the agenda.
Number of shares and votes
The number of shares amount to 94,600,077, distributed among 90,439,627 ordinary shares (1 vote per ordinary share) and 4,160,450 C shares (1/10 vote per class C share) and the number of votes amount to 90,855,672 in Oncopeptides at the date of the issue of this notice. As of the date of the issue of this notice, Oncopeptides holds 4,160,450 own class C shares, corresponding to 416,045 votes, which cannot be represented at the Extraordinary General Meeting.
Processing of personal data
For information about how personal data is processed, it is referred to the privacy notice available at Euroclear’s webpage:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in March 2024
The Board of Directors