The shareholders in Oncopeptides AB (publ), reg. no. 556596-6438, are hereby given notice to attend an extraordinary shareholders’ meeting to be held at the company’s premises on Västra Trädgårdsgatan 15 in Stockholm, Sweden, on Monday, 6 February 2017 at 9:00 a.m. (CET).
Right to participate and notice
Shareholders who wish to participate at the meeting must
(i) be entered in the share register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Tuesday, 31 January 2017; and
(ii) notify the company of their attendance and any assistant no later than the same day (31 January 2017), either in writing to Oncopeptides AB (publ), ”Extraordinary shareholders’ meeting”, Västra Trädgårdsgatan 15, 111 53 Stockholm, Sweden, or by e-mail to email@example.com.
The notice shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate at the meeting. The shareholder must inform the nominee well in advance of the record day which is 31 January 2017, at which time the register entry must have been made.
Shareholders intending to participate by proxy must issue a written and dated power of attorney, signed in original. If the power of attorney is issued by a legal entity, the power of attorney shall be accompanied by a certified copy of a valid registration certificate (Sw. Registreringsbevis) of the legal entity (or similar document for a non-Swedish legal entity). Power of attorney forms for those shareholders wishing to participate by proxy are available on the company’s website oncopeptides.se. The original version of the power of attorney shall also be presented at the meeting.
Opening of the meeting and election of chairman of the meeting;
Preparation and approval of voting list;
Approval of the agenda;
Election of one or two persons to approve the minutes;
Determination as to whether the meeting has been duly convened;
Resolution on changes of the limits with respect to number of members of the board of directors in the articles of association;
Determination of the number of members of the board of directors and election of a new member of the board of directors;
Closing of the meeting.
The board of directors’ proposed resolution
The board of directors proposes that the extraordinary shareholders’ meeting resolves to change the articles of association, whereby article 6 shall be amended from “The board shall consist of not less than three and not more than seven members” to “The board shall consist of not less than three and not more than eight members”.
The board of directors’ proposal on changes to the articles of association is conditional upon the shareholders’ meeting’s resolution on election of a new member of the board of directors.
The nomination committee’s proposed resolutions
The nomination committee, consisting of Staffan Lindstrand (chairman), nominated by HealthCap VI L.P., Nina Rawal, nominated by Stiftelsen Industrifonden and the chairman of the board of directors, Alan Hulme, has presented the following proposed resolutions.
The nomination committee proposes Jakob Lindberg to be elected as chairman of the meeting.
The board of directors today consists of the following seven ordinary members (without deputy members): Alan Hulme (chairman), Jonas Brambeck, Johan Christenson, Luigi Costa, Ulf Jungnelius, Per Samuelsson and Olof Tydén.
The nomination committee proposes that Cecilia Daun Wennborg is to be elected as new ordinary member and that the board of directors as a result thereof shall consist of eight members (without deputy members) until the end of the next annual shareholders’ meeting.
Information on new proposed ordinary member
Cecilia Daun Wennborg was born in 1963. She has a Bachelor of Science in Business and Economics.
Cecilia Daun Wennborg has extensive experience from board work in both private and public companies and is a board member in Atvexa AB, Bravida Holding AB, Getinge AB, Hotel Diplomat AB, ICA Gruppen AB, Loomis AB, Sophiahemmet AB/IF and Oxfam Sweden. During the previous five years, she has also been a board member in AB Svensk Bilprovning, Carnegie Fonder AB, Eniro AB, Ikano Bank AB (publ), Kvinvest AB and Proffice AB. Further, she has the following work experience: Vice President Ambea AB, CEO Carema Vård och Omsorg AB, CFO Ambea AB and Carema Vård och Omsorg AB, Acting CEO Skandiabanken, Head of Swedish Operations, Skandia, CEO SkandiaLink Livförsäkrings AB.
Cecilia Daun Wennborg does not perform any work for the company or any of its subsidiaries. She does not hold any shares or other financial instruments in the company.
Cecilia Daun Wennborg is residing in Sweden. She is independent of the company and its executive management and in relation to the company’s major shareholders.
The shareholders have a right to request information from the board of directors and the managing director at the shareholders’ meeting in accordance with Chapter 7 Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
The proposed resolutions are set forth above and will also be kept available at the company’s office and sent free of charge to shareholders who so request and state their postal address. The documents will also be made available on the company’s website (oncopeptides.se) and presented at the meeting.
_______________ Stockholm in January 2017 The board of directors of Oncopeptides AB (publ)