Notice convening the extraordinary general meeting of Pharma Equity Group A/S
8 May 2024
Announcement no. 15
Notice convening the extraordinary general meeting of Pharma Equity Group A/S
The board of directors hereby convenes an extraordinary general meeting in Pharma Equity Group A/S ("PEG" or the "Company") to be held on:
3 June 2024, at 15:30 CEST
at
Wihlborg's Canteens
Slotsmarken 15
DK-2970 Hørsholm
The agenda for the extraordinary general meeting is as follows:
- Proposal to reduce the Company's share capital
- Authorization to the chair of the general meeting
Item 1 – Proposal to reduce the Company's share capital
The board of directors proposes to reduce the Company's share capital by a nominal value of DKK 920,667,494.7 from a nominal value of DKK 1,022,963,883.00 to a nominal value of DKK 102,296,388.3. The capital reduction does not affect the number of outstanding shares or voting rights in the Company, and, consequently, does not affect the individual investor's number of shares or voting rights.
The capital reduction will be made by allocation to a specific reserve pursuant to section 188(1)(3) of the Danish Companies Act. The capital reduction is made at par rate corresponding to a total value of DKK 920,667,494.7.
The capital reduction will be made by a proportional reduction of the denomination of all the Company's shares, meaning that the denomination of the shares will be reduced from DKK 1.00 to DKK 0.1. The resolution will not result in any payout or dividends to the shareholders.
Prior to the execution of the capital reduction, the Company's creditors will be requested to give notice on any claims against the company for a period of four weeks. The request will be published in the Danish Business Authority's IT-system.
The specific reserve will be free reserves.
As a result of the proposal, article 3.1 in the Company's articles of association will, after the execution of the capital reduction, have the following complete wording:
"3.1 the company's share capital is DKK 102,296,388.3 divided into 1,022,963,883.00 shares of DKK 0.1 each."
Furthermore, as a consequence of the capital reduction, all references in the articles of association to shares of DKK 1 will be changed to shares of DKK 0.1 and the authorizations will be reduced proportionally, in each case as set out in the draft articles of associations attached hereto.
Item 2 – Authorization to the chair of the general meeting
The board of directors proposes that the general meeting authorizes the chair of the general meeting, with a right of substitution, to file the resolutions adopted with the Danish Business Authority and to make any such amendments as the Danish Business Authority may require in order to register or approve the resolutions adopted.
-oOo-
Majority requirements
The proposals under item 1 requires adoption by at least 2/3 of the votes cast as well as the share capital represented at the general meeting. The proposal under item 2 may be adopted by simple majority.
Amount of share capital and shareholders’ voting rights and participation
At the time of this notice convening the general meeting, the Company’s total share capital is a nominal amount of DKK 1,022,963,883 divided into 1,022,963,883 shares of DKK 1,00 each. The Company’s shares are admitted to trading and official listing on Nasdaq Copenhagen A/S and issued in paperless form through VP SECURITIES A/S (Euronext Securities).
Each share of DKK 1,00 gives one vote at the general meeting.
Shareholders right to attend and vote at the general meeting is determined on the basis of the shares held by such shareholder at the record date. The record date is one week before the general meeting. The shares held by the individual shareholders are determined at the record date on the basis of information on the shareholder's shareholding in the register of shareholders and notices of ownership received by the Company for the purpose of being registered in the register of shareholders, but which have not yet been registered in such register. The record date is Monday, 27 May 2024.
In order to attend the general meeting, a shareholder must have notified his or her participation to the general meeting in writing to the Company’s office no later than three days before the general meeting, i.e. no later than on Thursday, 30 May 2024 at 23:59 (Danish time).
Participation is also conditional on the shareholder having obtained an admission card in a timely manner as described below.
Admission cards, postal votes and proxy
Every shareholder, or proxy of a shareholder, must have an admission card in order to attend the general meeting. Up until Thursday, 30 May 2024 at 23:59 (Danish time), admission cards to the general meeting may be requested via the Company's website: www.pharmaequitygroup.dk, on VP SECURITIES A/S' (Euronext Securities) website: www.euronext.com/cph-agm, or by written request via e-mail at [email protected]. After this time, admission cards cannot be booked. Any advisors to shareholders must also be registered by name and within the same period of time to obtain admission cards to the general meeting.
Instead of casting their votes at the general meeting itself, shareholders may choose to vote by post (e-mail). Shareholders who chooses to vote by post must send their postal vote to the Company by e-mail at [email protected] or register the postal vote on VP SECURITIES A/S' (Euronext Securities) website: www.euronext.com/cph-agm, so that the postal vote is received by the Company no later than Sunday, 2 June 2024 at 12:00 (noon) (Danish time). The postal voting form can be found on www.pharmaequitygroup.dk. A postal vote received by the Company cannot be revoked.
Any shareholder may attend the general meeting by proxy, who must present a written and dated proxy. The proxy form can be found on www.pharmaequitygroup.dk. When submitting a proxy, the completed and signed proxy form must reach the Company no later than on Thursday, 30 May 2024, at 23:59 (Danish time). The proxy can be sent to the Company by e-mail on [email protected] or be registered on www.euronext.com/cph-agm.
Additional Information
As of today, (i) this notice, (ii) information on the total number of shares and voting rights in the Company on the date of this notice (contained herein), (iii) the documents to be presented at the general meeting, (iv) the agenda and the complete proposals (contained herein), and (v) the proxy and postal voting forms will be available on the Company's website www.pharmaequitygroup.dk.
Data Protection
PEG will, as part of your communication and interaction with you, collect and process personal data about you. You can read more about our privacy notice at https://pharmaequitygroup.com/privacy-policy/.
Questions from shareholders
Prior to the general meeting, shareholders may submit written questions until Thursday, 30 May 2024 at 23:59 (Danish time) to the Company's management on all matters that are of importance for the assessment of the Company's position or on the matters to be decided at the general meeting, as well as on the Company's relationship with the Group's companies. Questions can be sent to CEO Thomas Kaas Selsø to the e-mail address: [email protected].
Sincerely,
Pharma Equity Group A/S
The board of directors
Attachments
