Notice of extraordinary general meeting in Cantargia AB (publ)
STOCKHOLM, Sept. 21, 2020 /PRNewswire/ -- The shareholders of Cantargia AB (publ) are invited to the extraordinary general meeting on Tuesday, 13 October 2020. In light of the corona virus, the meeting is conducted through advance voting pursuant to temporary regulations. Therefore, it will not be possible to attend the meeting in person or by proxy.
Right to participate
In order to participate in the meeting, shareholders must be recorded in the shareholder register maintained by Euroclear Sweden AB no later than Monday, 5 October 2020. Notification of participation in the meeting is completed by submitting an advance voting form in accordance with the instructions set forth in the section "Advance voting" below. In order to participate in the meeting, shareholders whose shares are registered in the name of a trustee must register the shares into their own name. Such registration, which may be temporary, must be completed by Wednesday, 7 October 2020.
Advance voting
The shareholders may exercise their voting rights at the meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) 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 at www.cantargia.com. The advance voting form is considered as the notification of participation at the meeting. The completed voting form must be received by company no later than Monday, 12 October 2020. The completed form, in original, shall be sent to Cantargia AB (publ), Scheelevägen 27, SE-223 63 Lund, Sweden. The completed form may, alternatively, be submitted electronically to info@cantargia.com. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. 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.
Proposed agenda:
1. Election of chairman of the meeting
2. Preparation and approval of voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination of whether the meeting has been duly convened
6. The nomination committee's proposal on the election and remuneration of a new board member
7. The board of directors' proposal on a directed issue and approval of transfer of warrants (incentive program)
Item 1 - Chairman of the meeting
The nomination committee proposes that attorney-at-law Christian Lindhé is elected chairman of the meeting or, if he is prevented from doing so, the person that the board appoints instead.
Item 2 - Voting list
The voting list proposed for approval under item 2 on the agenda is the voting list prepared by the company, based on the shareholders' register and advance votes received, and verified by the persons elected to verify the minutes.
Item 4 - Persons to verify the minutes
Alexander Mata and Jannis Kitsakis or, to the extent both or any of them are prevented, the person or persons assigned by the board, are proposed as persons to approve the minutes. The assignment for the persons to approve the minutes includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the meeting.
Item 6 - Election and remuneration of a new board member
The nomination committee proposes that Flavia Borellini is elected as new board member of the company.
Flavia Borellini, born 1959, resident in USA, American and Italian citizen, holds a Ph.D. in Pharmaceutical Chemistry and Technology from University of Modena, Italy. Flavia Borellini has broad experience in oncology and other therapeutic areas and has in this capacity held senior positions with Astra Zeneca (Global Franchise Head, Hematology and Vice President, Global Product and Portfolio Strategy), Acerta Pharma (CEO) and ONYX Pharmaceuticals (Vice President, Program Leadership). She serves as a member of the board of directors of Kartos Therapeutics.The nomination committee further proposes that remuneration to Flavia Borellini shall be paid with USD 25,000 (or the equivalent amount in SEK) per year. In addition, a remuneration of USD 20,000 (or the equivalent amount in SEK) per year shall be paid to Flavia Borellini for her chairmanship and work in a Drug Development Committee, to be established by the company.
Item 7 - Directed issue and approval of transfer of warrants
On 27 May 2020, the annual general meeting of the company resolved to implement an employee option program under which the participants are entitled to subscribe for shares in the company, subject to certain conditions in relation to vesting etc. being fulfilled. For more information on the program, refer to the notice to the 2020 annual general meeting.
In order to enable the company's delivery of shares under the employee option program in an easy and cost-efficient manner, the board proposes that the meeting resolves on a directed issue of warrants as well as on an approval of transfer of warrants, in accordance with the below.
The board proposes that the meeting resolves to issue not more than 1,900,000 warrants. The right to subscribe for the warrants shall, with deviation from the shareholders' pre-emptive rights, only fall upon the company (i.e. Cantargia AB (publ)) or a wholly-owned subsidiary of the company. Subscription shall be made no later than 30 October 2020 and the warrants shall be issued free of charge. The reason for the deviation from the shareholders' pre-emptive rights is the above-mentioned employee option program.
Each warrant confers right to subscribe for one new share in the company against cash consideration under the period from and including the registration of the warrants with the Swedish Companies Registration Office (Sw. Bolagsverket) up to and including 30 July 2026. The subscription price shall correspond to the quota value of the Cantargia share.
The board further proposes that the meeting resolves to approve that the company, directly or indirectly, may transfer warrants and/or shares to the participants in the employee option program without consideration in connection with utilization of the employee options in accordance with the terms of the employee option program, or in another way dispose of the warrants in order to be able to secure the company's commitments and costs in relation to the employee option program.
Number of shares and votes
As per the date of this notice, there are 91,092,189 outstanding shares and votes in the company. The company holds no treasury shares.
Questions and shareholders' right to request information
At an extraordinary general meeting, if any shareholder should so request and the board of the company assesses that this can be done without significant damage to the company, the board and the CEO of the company shall provide information about conditions that could affect the assessment of items on the agenda. A request for such information shall be made by e-mail to info@cantargia.com or by mail to Cantargia AB (publ), Scheelevägen 27, SE-223 63 Lund, Sweden no later than Saturday, 3 October 2020. The information is provided by being made available at the company's offices and the company's website, www.cantargia.com, no later than Thursday, 8 October 2020. Furthermore, the information will be sent within the same time period to the shareholder who so request and provide its postal address.
Available documentation and proxy forms
The complete documentation for the meeting will be presented by being made available at the company's offices and the company's website, www.cantargia.com, no later than three weeks before the meeting and will be sent free of charge to all shareholders who so request and provide their postal address. The shareholders' register for the meeting is also made available at the company. Proxy form for shareholders who wish to vote in advance by proxy is available on the company's website and will be sent free of charge to all shareholders who so request and provide their postal address.
Processing of personal data
For information about the processing of your personal data, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf Cantargia's AB (publ) corporate registration number is 556791-6019 and its registered office is in Lund, Sweden.
Lund, September 2020
Cantargia AB (publ)
The board of directors
For further information, please contact
Göran Forsberg, CEO
Telephone: +46 (0)46-275 62 60
E-mail: goran.forsberg@cantargia.com
About Cantargia
Cantargia AB (publ), reg. no. 556791-6019, is a biotechnology company that develops antibody-based treatments for life-threatening diseases. The basis for this is the protein IL1RAP that is involved in a number of diseases and where Cantargia has established a platform. The main project, the antibody CAN04, is being studied in the clinical phase I/IIa CANFOUR study with a primary focus on non-small cell lung cancer and pancreatic cancer. The study is focused on combination therapies, but also includes a monotherapy arm. Positive interim data from the combination therapies were presented in December 2019. Cantargia's second project, the antibody CAN10, addresses treatment of serious autoimmune/inflammatory diseases, with initial focus on systemic sclerosis and myocarditis.
Cantargia is listed on Nasdaq Stockholm (ticker: CANTA). More information about Cantargia is available at http://www.cantargia.com.
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