The shareholders in Oncopeptides AB (publ), reg. no. 556596-6438, with registered office in the municipality of Stockholm, (“Oncopeptides” or the “Company”) are hereby given notice to attend the Extraordinary General Meeting to be held on Friday 23 September 2022.
The Extraordinary General Meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place. Hence, the General Meeting will be held without physical presence.
Oncopeptides welcomes all shareholders to exercise their voting rights at the General Meeting through advance voting as described below. Information on the resolutions passed at the General Meeting will be published on Friday 23 September 2022 as soon as the result of the advance voting has been finally confirmed.
The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the General Meeting so resolves or if shareholders with at least one tenth of all shares in the Company so requests. The shareholders hereby notified regarding the right to request information according to Ch. 7 § 32 of the Swedish Companies Act.
Right to participate and notice
Shareholders who wish to participate at the Extraordinary General Meeting, through advance voting, must be entered in the share register of the Company, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on Thursday 15 September 2022 and must notify their participation by casting their advance vote to the Company no later than on Thursday 22 September 2022. For advance voting, see further information below.
Nominee registered shares
In order to be entitled to participate at the General Meeting, through advance voting, shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name. Shareholders who wish to make such re-registration, so-called voting rights registration, must make such request with their nominee well in advance of Monday 19 September 2022, at which time the re-registration must have been made.
The shareholders may exercise their voting rights at the General Meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.oncopeptides.com. The advance voting form is considered as the notification of attendance to the Extraordinary General Meeting.
The completed voting form must be submitted to Oncopeptides no later than Thursday 22 September 2022. The completed and signed form shall be sent to Oncopeptides AB (publ), Luntmakargatan 46, SE-111 37 Stockholm, Sweden. A completed form may also be submitted by e-mail and is to be sent to email@example.com. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. A power of attorney form is available on the Company’s website, www.oncopeptides.com, and will be sent free of charge to shareholders who so request and provide their postal or e-mail address. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
election of chairman of the General Meeting;
election of one or two persons to approve the minutes;
preparation and approval of voting list;
approval of the agenda;
determination as to whether the General Meeting has been duly convened; and
resolution regarding authorization for the Board of Directors to resolve upon issue of shares.
Election of chairman of the General Meeting (item 1)
The Board of Directors has proposed that Johan Winnerblad from the law firm Vinge, or the person proposed by the Board of Directors if he has an impediment to attend, is elected chairman of the General Meeting.
Election of one or two persons to approve the minutes (item 2)
Patrik Sobocki, representing Stiftelsen Industrifonden, or if he has an impediment to attend, the person instead appointed by the Nomination Committee, is proposed to be elected to approve the minutes of the General Meeting together with the chairman. The task of approving the minutes of the General Meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the General Meeting.
Preparation and approval of voting list (item 3)
The voting list proposed for approval is the voting list drawn up by Advokatfirman Vinge on behalf of Oncopeptides, based on the General Meeting’s share register and advance votes received, as verified and recommended by the person approving the minutes of the General Meeting.
Resolution regarding authorisation for the Board of Directors to resolve upon issue of shares (item 6)
The Board of Directors proposes that the General Meeting resolves to authorize the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuance of new shares. New issue of shares may occur with or without preferential rights for shareholders of the Company and may be made either in cash and/or by way of set-off or contribution in kind or otherwise on specific terms. The number of shares issued, may not correspond to a dilution of more than 20 per cent of the total number of shares outstanding at the General Meeting’s resolution on the proposed authorization, after full exercise of the hereby proposed authorization. The purpose of the authorization is to, as a complement to the authorization resolved by the annual general meeting on Tuesday 28 June 2022, increase the financial flexibility of the Company and the acting scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders' preferential rights, the reason for this must be to finance an acquisition of operations or, alternatively, to procure capital to finance project development. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions. The CEO shall be authorized to make such minor adjustments that may be required to register the authorization.
A valid resolution in respect of authorization for the Board of Directors to resolve upon issue of shares (item 6) requires support by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the General Meeting.
The notice will be made available at the Company’s website, www.oncopeptides.com, no later than Friday 2 September 2022 and at the premises of the Company, address Luntmakargatan 46, SE-111 37 Stockholm, Sweden, and will be sent free of charge to shareholders who so request and state their postal address or email address.
Number of shares and votes
The number of shares and votes in Oncopeptides amounts to 90,368,660 at the date of the issue of this notice. The Company holds no own shares at the date of the issue of this notice.
The shareholders right to request information
The Board of Directors and the CEO shall, if requested by a shareholder and if the Board of Directors’ believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of a matter on the agenda and the Company's relation to other group companies. A request for such information shall be made in writing to Oncopeptides AB (publ), Luntmakargatan 46, SE-111 37 Stockholm, Sweden, or via e-mail to firstname.lastname@example.org, no later than on Tuesday 13 September 2022. The information will be made available at Oncopeptides AB (publ), Luntmakargatan 46, SE-111 37 Stockholm, Sweden and on www.oncopeptides.com on Sunday 18 September 2022 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.