Notice to attend the Extraordinary General Meeting in ExpreS2ion Biotech Holding AB (publ)
N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.
The shareholders of ExpreS2ion Biotech Holding AB (publ), reg. no. 559033-3729 (the "Company"), are hereby given notice to attend the Extraordinary General Meeting to be held on 21 October 2024 at 10.00 (CEST) on Mindpark, Bredgatan 11, Helsingborg, Sweden. The entrance to the meeting and registration will commence at 09.30 (CEST).
The Board of Directors have decided, pursuant to the Company’s articles of association, that shareholders shall also have the right to exercise their voting rights by postal voting. Shareholders may therefore choose to exercise their voting rights at the Extraordinary General Meeting by attending in person, through a proxy or by postal voting.
Right to participate and notice of participation at the general meeting
Shareholders who wish to exercise their voting rights at the Extraordinary General Meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB as of 11 October 2024, and;
- give notice of attendance at the Extraordinary General Meeting to the Company in accordance with the instructions set out in the section “Notice of attendance for participating in person or through a proxy” no later than on 15 October 2024 or submit a postal vote in accordance with the instructions set out in the section “Instructions for postal voting” no later than on 15 October 2024.
Nominee registered shares
A shareholder whose shares are held with a nominee must, through the nominee, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of 11 October 2024 to be entitled to participate at the Extraordinary General Meeting. Such registration may be temporary (so called voting right registration). A shareholder who wishes to register its shares in its own name must, in accordance with the nominee's procedures, request that the nominee carries out such voting right registration. Voting right registrations completed no later than 15 October 2024 will be taken into account when preparing the share register for the Extraordinary General Meeting.
Notice of attendance for participating in person or through proxy
Those who wish to participate in the Extraordinary General Meeting in person or through a proxy shall give notice of attendance to the Company no later than on 15 October 2024 by post to ExpreS2ion Biotech Holding AB (publ), “EGM 2024”, c/o Mindpark, Rönnowsgatan 8C, 252 25 Helsingborg, Sweden, att: Keith Alexander, or by e-mail to [email protected]. When providing such notice, the shareholder should set forth the name or company name, address, telephone number (daytime), personal/corporate identity number, the number of shares held and, when applicable, information about representatives and assistants.
Those who do not wish to attend the Extraordinary General Meeting in person or exercise their voting rights by postal voting may exercise their voting rights at the Extraordinary General Meeting through a proxy in possession of a written, signed and dated proxy form. The validity term of the proxy form may not be more than one year, unless a longer validity term (however no longer than five years) is specifically stated in the proxy form. A proxy form issued by a legal entity must be accompanied by a copy of a certificate of registration or a corresponding document of authority for the legal entity. To facilitate the registration at the Extraordinary General Meeting, proxy forms, certificates of registration and other authorization documents should be submitted either by e-mail to [email protected] with reference "EGM 2024" or by post to ExpreS2ion Biotech Holding AB (publ), ”EGM 2024”, c/o Mindpark, Rönnowsgatan 8C, 252 25 Helsingborg, Sweden, att: Keith Alexander, no later than on 15 October 2024. Please note that notice of attendance must be given even if a shareholder wishes to exercise its rights at the meeting through a proxy. A submitted proxy form does not count as a notice of attendance. Template proxy forms in Swedish and English are available on the Company’s website, www.investor.expres2ionbio.com.
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the voting form and follow the instructions available on the Company’s website, www.investor.expres2ionbio.com. The postal vote must be received by the Company no later than on 15 October 2024. The postal voting form shall be sent to ExpreS2ion Biotech Holding AB (publ), “EGM 2024”, c/o Mindpark, Rönnowsgatan 8C, 252 25 Helsingborg, Sweden, att: Keith Alexander, or by e-mail to [email protected] with reference “EGM 2024”.
If the shareholder votes by proxy, a dated power of attorney shall be enclosed with the voting form. A proxy form is available upon request and on the Company’s website, www.investor.expres2ionbio.com. If the shareholder is a legal entity, a certificate of registration or other authorization document shall be enclosed with the voting form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal voting forms become invalid. Further information and conditions can be found in the voting form.
For questions regarding the Extraordinary General Meeting or to receive a postal voting form or proxy form by post, please contact ExpreS2ion Biotech Holding AB (publ), ”EGM 2024”, c/o Mindpark, Rönnowsgatan 8C, 252 25 Helsingborg, Sweden, att: Keith Alexander, or [email protected].
Proposed agenda:
- Opening of the meeting and election of chairman of the meeting
- Preparation and approval of voting list
- Election of one or two persons to verify the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Proposal regarding resolution on a) directed issue of shares (equalization issue), b) amendment to the articles of association with respect to the limits of the number of shares and c) reverse share split
- Closing of the meeting
Proposals for resolutions:
Item 1: Opening of the meeting and election of chairman of the meeting
The Board of Directors proposes Emil Hedberg, member of the Swedish Bar Association, or in case of his impediment, the person instead appointed by the Board of Directors, to be elected chairman of the meeting.
Item 2: Preparation and approval of voting list
The voting list which is proposed to be approved under item 2 shall be the voting list drawn up by the Company, based on the meeting's share register, shareholders who have registered to participate and are present at the general meeting, as well as postal votes received. The voting list shall be reviewed by the persons verifying the minutes.
Item 6: Proposal regarding resolution on a) directed issue of shares (equalization issue), b) amendment to the articles of association with respect to the limits of the number of shares and c) reverse share split
The Board of Directors proposes that the general meeting resolves on a) directed issue of shares (equalization issue), b) amendment to the articles of association with respect to the limits of the number of shares and c) reverse share split (Sw. sammanläggning). The proposals should be considered as a single proposal and therefore be adopted by the shareholders' meeting as one and the same resolution.
Item 6 a) – Directed issue of shares (equalization issue)
In order to achieve a number of shares in the Company that is evenly divisible by forty (40), which enables the reverse share split in accordance with item c) below and to contribute shares to the shareholders whose number of shares is not evenly divisible by forty (40), the Board of Directors proposes that the general meeting resolves on an issue of shares with deviation from the shareholders’ preferential rights. The resolution shall otherwise be governed by the following terms and conditions.
Through the share issue, the Company’s share capital shall increase by not more than SEK 42,725.555633 through a new issue of not more than 384,530 new shares.
The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, vest with Vator Securities AB. The reasons for the deviation from the shareholders preferential rights is to ensure that the total number of shares in the Company is evenly divisible by forty (40) and so that the relevant shares are allotted to shareholders whose shareholding are not evenly divisible by forty (40).
A subscription price of SEK 0.111111 shall be paid for each new share. The subscription price corresponds to the shares’ quota value.
Subscription for shares shall be made on a subscription list provided by the Company not later than three (3) days following the general meeting’s resolution. Payment shall be made to an account designated by the Company not later than five (5) days following the general meeting’s resolution. The Board of Directors shall have the right to extend the subscription period and the time for payment.
The new shares shall entitle to dividends for the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office and entered into the share register kept by Euroclear Sweden AB.
Item 6 b) – Amendment to the articles of association with respect to limits of the number of shares
In order to enable the reverse share split as set out in item c) below, the Board of Directors proposes that the general meeting resolves on an amendment to the articles of association whereby the limits regarding the number of shares (5 §) are changed to "The number of shares in the company shall not be less than 2,100,000 and not more than 8,400,000".
Item 6 c) – Reverse share split
In order to achieve a suitable number of shares in the Company, the Board of Directors proposes that the general meeting resolves upon a reverse share split of the Company’s shares in relation 1:40 (after the completion of the equalization issue as set out in a) above), whereby the number of shares in the Company is reduced by combining forty (40) shares into one (1) share. The Board of Directors shall be authorized to determine the record date for the reverse share split (to occur after the resolution has been registered with the Swedish Companies Registration Office) and to take all other measures required for implementing the consolidation.
If a shareholder’s shareholding does not correspond to a full number of new shares, i.e., is not evenly divisible by forty (40), such shareholder will receive as many shares as necessary free of charge (1-39) that their shareholding, after adding the shares provided, becomes evenly divisible by forty (40), so-called rounding up.
Further information on the procedure for the reverse share split will be announced in connection with the Board of Directors resolving on the record date.
General information regarding the proposal
The Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make any minor adjustments required to register the resolutions with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.
A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.
The resolutions under items b) – c) above are conditional upon that the resolution under item a) above is registered with the Swedish Companies Registration Office.
Documentation
Complete proposals, proxy forms, postal voting forms and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at ExpreS2ion Biotechnologies, c/o Mindpark, Rönnowsgatan 8c, 252 25 Helsingborg, Sweden, and at the Company's website www.expres2ionbio.com, at least three weeks in advance of the Extraordinary General Meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders' right to request information
Shareholders are reminded of their right to request information from the Board of Directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.