Bulletin from the Extraordinary General Meeting of NextCell Pharma AB (publ)
At the Extraordinary General Meeting of NextCell Pharma AB (publ) (“NextCell” or the “company”) on 27 May 2024, the following resolutions were made. All resolutions were in accordance with the proposals presented, which are described in detail in the general meeting documents available on the company’s website, www.nextcellpharma.com.
Resolution on amendment of the limits for the number of members of the Board of Directors in the Articles of Association
The general meeting resolved, in accordance with the Board of Directors’ proposal, to amend the limits for the number of members of the Board of Directors, from a minimum of four (4) members to a minimum of three (3) members.
Determination of the number of members of the Board of Directors
The general meeting resolved, in accordance with the Nomination Committee’s proposal, that the number of members of the Board of Directors elected by the general meeting for the period until the end of the next Annual General Meeting shall be three (3) members without deputies.
Determination of fees to the members of the Board of Directors
The general meeting resolved, in accordance with the Nomination Committee’s proposal, that the fees shall remain unchanged in relation to the resolution at the Annual General Meeting on 30 November 2023.
Election of members of the Board of Directors
The general meeting resolved, in accordance with the Nomination Committee’s proposal, to re-elect the Board members Hans-Peter Ekre, Edvard Smith and Camilla Myhre Sandberg for the period until the end of the next Annual General Meeting. Hans-Peter Ekre was elected new Chairman of the Board.
Resolution on amendment of the limits for the share capital and the number of shares in the Articles of Association and approval of the Board of Directors’ resolution to issue new shares and warrants with preferential rights for existing shareholders
The general meeting resolved, in accordance with the Board of Directors’ proposal, to approve the Board of Directors’ resolution on 24 April 2024 on an issue, with preferential rights for existing shareholders, of no more than 37,817,475 shares and no more than 37,817,475 warrants of series TO2, entitling to subscription of a total of 37,817,475 shares in the company. The issues are carried out with the issuance of so-called units. One (1) unit consists of one (1) share and one (1) warrant of series TO2.
The right to subscribe for units shall, with preferential rights for existing shareholders, be granted to those who are registered as shareholders in the company on the record date for the issue on 29 May 2024. Each shareholder receives eleven (11) unit rights for each (1) share held. Ten (10) unit rights entitle to subscription of one (1) unit. The subscription price per unit is SEK 1.06, corresponding to a subscription price of SEK 1.06 per share. Subscription of units shall be made during the period from and including 31 May 2024 until and including 14 June 2024. The Board of Directors has the right to extend the periods for subscription and payment.
Each (1) warrant of series TO2 entitles the holder to subscription of one (1) new share in the company during the period from and including 16 May 2025 until and including 30 May 2025. The subscription price for subscription of shares by support of warrants shall be set to an amount corresponding to 70 percent of the volume-weighted average price of the company’s share during the period from and including 2 May 2025 until and including 15 May 2025, however no less than SEK 1 and no more than SEK 3.
The complete terms and conditions for warrants of series TO2 are available on the company’s website, www.nextcellpharma.com. According to the terms and conditions of the warrants, the subscription price and the number of shares that each warrant entitles to subscription of may be subject to recalculation in certain cases.
In order to enable the rights issue, the general meeting resolved to amend the limits for the share capital and the number of shares in the Articles of Association.