NOTICE OF EXTRAORDINARY GENERAL MEETING IN EGETIS THERAPEUTICS AB (PUBL)
September 30, 2024
The shareholders of Egetis Therapeutics AB (publ), reg. no. 556706–6724 (the “Company” or “Egetis”), are hereby convened to the extraordinary general meeting on Friday October 25, 2024 at 14.00 (CEST) at the premises of Advokatfirman Vinge on Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Registration to the extraordinary general meeting starts at 13.30 (CEST).
Right to participate in the extraordinary general meeting
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 be registered in the share register kept by Euroclear Sweden AB on the record date on Thursday October 17, 2024. Shareholders whose shares are registered in the name of a nominee must, well in advance of this date, re-register the shares in their own name. Such registration may be temporary and must have been effected on Monday October 21, 2024, in order for the shareholder to exercise the right to participate in the general meeting.
Shareholders who wish to participate in the extraordinary general meeting shall further give notice no later than Monday October 21, 2024, to the address: Egetis Therapeutics, Klara Norra Kyrkogata 26, SE-111 22, Stockholm, Sweden or via e-mail to [email protected]. When providing such notice, the shareholder shall state name, address, telephone number, personal or corporate registration number as well as shareholding.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company’s website, www.egetis.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than Thursday October 24, 2024.
Participation by advance voting
A shareholder who wishes to participate in the extraordinary general meeting by advance voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on Thursday October 17, 2024, and (ii) give notice no later than Monday October 21, 2024, by casting its advance vote in accordance with the instructions below so that the advance vote 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 advance voting form is available on the Company’s website www.egetis.com. The completed form shall be received by the Company no later than Monday October 21, 2024. Advance votes received later will not be taken into account.
If the shareholder is a legal entity or if the shareholder exercises its voting rights through a proxy, a registration certificate or equivalent document for the legal entity and, where applicable, a power of attorney must be submitted together with the advance voting form. Shareholders who are represented by a proxy must issue a dated and signed power of attorney for the proxy. The period of validity of the power of attorney may be specified for a maximum of five years from the date of issue. If the proxy has been issued by a legal person, a copy of a registration certificate or equivalent authorization document for the legal person shall be enclosed. The Company provides a form of proxy on request and it is also available on the Company’s website, www.egetis.com.
Shareholders may not provide the advance vote with any special instructions or conditions. If so, the advance vote is invalid and will not be taken into account. Further instructions and conditions are set forth in the advance voting form and on the Company’s website, www.egetis.com. If a shareholder has voted in advance and then 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 extraordinary general meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the extraordinary general meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
Nominee-registered shares
Shareholders whose shares are registered in the name of a bank or other nominee must, in order to exercise their voting rights at the general meeting, request to be entered in the share register in their own name (so-called voting rights registration) so that the shareholder is entered in the share register maintained by Euroclear Sweden AB on Thursday October 17, 2024. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than Monday October 21, 2024, will be taken into account in the preparation of the share register. This means that shareholders should communicate their request to the nominee well in advance of this date.
Proposed agenda
- Opening of the extraordinary general meeting
- Election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination of whether the extraordinary general meeting has been duly convened
- Resolution on approval of the Board of Directors’ resolution on new issue of ordinary shares
- Closing of the general meeting
Main proposals to resolutions
Item 2 – Election of chairman of the general meeting
The Board of Directors proposes that the attorney-at-law Dain Hård Nevonen, or the person elected by the Board of Directors if he has an impediment to attend, is elected chairman of the general meeting.
Item 7 – Resolution on approval of the Board of Directors’ resolution on new issue of ordinary shares
The Board of Directors proposes that the extraordinary general meeting resolves to approve the Board of Directors’ resolution of September 30, 2024, on a directed issue of not more than 22,780,949 new ordinary shares, entailing an increase in the share capital of not more than SEK 1,198,997.763080. The resolution shall otherwise be governed by the following terms and conditions:
1. The right to subscribe for the new ordinary shares shall, with deviation from the shareholder’s pre-emption rights, be granted to Svenska Handelsbanken AB (publ) (“Handelsbanken”) solely, which acts as settlement bank in the new issue and will subscribe for the shares on behalf of a number of international and Swedish institutional investors.
2. The reasons for the deviation from the shareholders’ pre-emption rights are that the Company shall, in a timely manner, be able to secure the capital need for the Company’s operations, as well as to broaden the ownership structure of the Company with international and Swedish institutional investors.
3. The subscription price shall be the shares’ quota value. The subscription price has been determined based on an agreement with the Company’s financial advisors Handelsbanken and Bryan, Garnier & Co.
4. Subscription for the newly issued ordinary shares shall be made no later than on November 7, 2024. Subscription shall be made on a separate subscription list. The Board of Directors shall have the right to extend the subscription period.
5. Payment for the subscribed ordinary shares shall be made no later than on November 7, 2024. The Board of Directors shall have the right to extend the payment period.
6. The new shares shall entitle to dividends from and including the first record day for dividends following the registration of the new issue with the Swedish Companies Registration Office and Euroclear Sweden AB.
The Chief Executive Officer, or whoever he appoints, shall have the right to make any adjustments or amendments of the above resolutions which may be required in connection with the registration of such resolutions and to take any measures deemed necessary for the execution of the resolutions. Including making the minor adjustments that may be required in connection with registration by the Swedish Companies Registration Office and Euroclear Sweden AB, or for other formal reasons.
Special majority requirements
For a valid resolution under item 7 it is required that the proposal is supported by at least two thirds of both the votes cast and the shareholders represented at the general meeting.
Number of shares and votes
As of the date of this notice, there is a total of 292,571,459 shares in the Company, of which all are ordinary shares entitled to one vote per share. The Company does not hold any shares.
Shareholders’ right to information
Shareholders are reminded of their right to obtain information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. The Board of Directors and the Chief Executive Officer shall, upon request by any shareholder, and where the Board of Directors believes that such may take place without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of an item on the agenda and the Company’s relation to other companies within the group.
Provision of documents
Relevant documents will be held available at the Company’s office on Klara Norra Kyrkogata 26, SE-111 22 Stockholm, Sweden and on the Company’s website, www.egetis.com, at least three weeks before the general meeting. Copies of the documents will be sent to the shareholders who so request and inform the Company of their postal address.
Handling of personal data
Personal data in connection with the general meeting will be processed according to the Company’s privacy policy, which is available at https://www.egetis.com as well as the privacy policy available at Euroclear’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________________
Stockholm in September, 2024
Egetis Therapeutics AB (publ)
The Board of Directors
