(English office translation)
To the shareholders of EXACT Therapeutics AS
NOTICE OF EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting of EXACT Therapeutics AS, reg. no. 998 317 487,
(the "Company") will be held by way of video conference on 3 December 2021 at
16:00 hours (CET).
The Extraordinary General Meeting will be opened by the Chairperson of the Board
of Directors or a person appointed by her.
The Board of Directors proposes the following agenda:
1 OPENING OF THE EXTRAORDINARY GENERAL MEETING, APPROVAL OF THE SUMMONS AND
2 ELECTION OF CHAIR AND PERSON TO CO-SIGN THE MINUTES
3 ELECTION OF BOARD MEMBER AND REMUNERATION
Hans Henrik Klouman has notified the Company of a need for resignation from the
position as Member of the Board of Directors due to other board commitments.
On this basis, the Nomination Committee proposes that Anders Wold be appointed
as a new board member, to replace Hans Henrik Klouman. The proposal is attached
as Appendix 3.
It is also proposed that Anders Wold shall receive an annualized compensation of
NOK 180,000, in addition to annualized remuneration of NOK 20,000 as member of
the audit committee. The remuneration is paid pro rata for the period between
December 2021 and June 2022, either in cash, as share options (RSUs) or as a
combination of cash and share options (RSUs), as proposed by the nomination
committee and issued by the Board of Directors pursuant to its authorisation at
any given time.
If the Nomination Committee's proposal is resolved, the Board of Directors will
consist of the following board members:
o Masha Strømme (Chairperson)
o Sir William Castell (Deputy chair)
o Jean-Claude Provost
o Anders Wold
o Jean-Michel Cosséry
o Aitana Peire
o Ann-Tove Kongsnes
EXACT Therapeutics AS has a share capital of NOK 119,968.66 divided on
29,992,165 shares, each with a nominal value of NOK 0.004. Each share carries
one vote at the Extraordinary General Meeting.
To ensure that most shareholders will be able to participate and due to the
Covid-19 outbreak, the Extraordinary General Meeting is to be held by video
conference. The Board of Directors considers this as the safest way of holding
the meeting. All participants will need to present a valid ID and documentation
that it can represent the shareholder, if the shareholder is a company.
In order to receive an invitation to the video conference, shareholders wishing
to attend the Extraordinary General Meeting must register, by using the
Attendance Slip attached hereto as Appendix 1, by 2 December 2021 at 11:00 hours
The Proxy Form, including detailed instructions for the use of the form, is
enclosed to this notice as Appendix 2. Completed Proxy Forms must be sent to DNB
Bank ASA, Verdipapirservice by e-mail firstname.lastname@example.org prior to 2 December 2021 at
11:00 hours (CET).
Shareholders who attend the Extraordinary General Meeting have the following
1. The right to attend the Extraordinary General Meeting by proxy
(i) For registration of the proxy, the Proxy Form shall be completed and
submitted to the address set out in the Proxy Form
(ii) If personal attendance has been registered within the deadline for
registration of attendance on 2 December 2021 at 11:00 (CET), it is still
possible to be represented by proxy if the proxy holder presents a valid and
completed Proxy Form upon registration at the Extraordinary General Meeting
(iii) If a proxy has been registered within the deadline for registration of
attendance, it is still possible to attend personally and cancel the proxy upon
registration at the Extraordinary General Meeting
(iv) A proxy may include voting instructions for all or some of the matters on
the Agenda - please use the Voting Form
Proxies to the Chair of the Meeting are registered as voting instructions in
favour of proposals made by the Board of Directors, as well as for the elections
of and remuneration to Members of the Board of Directors, unless otherwise
stated in the voting form.
2. The right to attend the Extraordinary General Meeting personally. For
registration, the Attendance Registration Form shall be completed and submitted
to the Company with the address set out in the Attendance Registration Form
3. The right to be accompanied by one advisor and give him or her the right to
speak at the Extraordinary General Meeting
4. The right to request information from the Chair of the Board of Directors and
the CEO pursuant to section 5-15 of the Private Limited Liability Companies Act
5. The right to present alternative proposals within the matters to be resolved
by the Extraordinary General Meeting.