The Board of Directors of Scandion Oncology A/S (”Scandion Oncology” or the“Company”) convenes the shareholders of Scandion Oncology to the Annual General Meeting, which will be held:
Wedensday 27 May 2020, at 4.00 PM at the offices of the Company, Fruebjergvej 3, 2100 København, Denmark.
Due to COVID-19 the Board of Directors urges that no shareholder attends the general meeting physically but instead issues a power of attorney to the Board of Directors, vote by correspondence or participates in the general meeting through Microsoft Teams. See further details at the end of this notice.
Agenda
- Election of chairman.
- The Board of Directors’ report on the Company’s business in the past year.
- Presentation of the revised annual report for approval.
- Decision regarding use of surplus or coverage of losses according to the approved annual report.
- Election of members to the Board of Directors.
- Election of auditor.
- Proposal to authorize the Board of Directors to make one or more capital increases.
- Proposal to authorize the Board of Directors to issue warrants.
- Proposal to adopt a voluntary arrangement for employee representation in the Company.
- Any suggestions received.
The total number of votes as of the date of this notice is 19,052,241.
Re 3 Presentation of the revised annual report for approval
The annual report as approved by the Board of Directors will be presented to the general meeting for approval.
Re. 4 Decision regarding use of surplus or coverage of losses according to the approved annual report
The Board of Directors proposes that the result for the period 1 January 2019 – 31 December 2019, minus DKK 12,183,591, is carried forward to the following year.
Re. 5 Election of members to the Board of Directors
The Board of Directors proposes that the existing Board of Directors is re-elected (Peter Høngård Andersen, Jørgen Vilhelm Løvenørn Bardenfleth, Carl Arne Krister Borreback, Thomas Feldthus, and Christian Vinding Thomsen) and that Bo Rode Hansen, is elected as a new board member.
Re. 6 Election of auditor
The Board of Directors proposes that the existing auditor (Deloitte Statsautoriseret Revisionspartnerselskab) is re-elected.
Re. 7 Proposal to authorize the Board of Directors to make one or more capital increases
The Board of Directors proposes that the general meeting authorizes the Board of Directors to decide, at one or more occasions, a capital increase pursuant to section 155 of the Danish Companies Act by offering the Company’s shares to the public at the Spotlight Stock Market.
With reference to Section 155 of the Danish Companies Act, it was stated:
- that the authorization shall be valid until the next ordinary general meeting,
- that pursuant to the authorization, one or more capital increases can be carried out, whereby an aggregate capital increase of up to nominally DKK 350,000 (equal to approx. 25% of the Company’s current share capital) can be contributed to the Company by issuance of new shares,
- that the new shares are to be subscribed for at a price equal to the market price as determined by the Board of Directors (possibly with a market-based emission discount),
- that the new shares shall be paid in full,
- that the new shares shall belong to the same share class as the existing shares,
- that the new shares can be subscribed without pre-emption rights for the Company’s existing shareholders and there shall be no restrictions on the pre-emptive rights of the new shares in future capital increases,
- that there shall be no restrictions on the transferability of the new shares,
- that no shareholder must be obliged to redeem its shares,
- that the new shares are negotiable instruments. The new shares must be registered shares and must be registered in the Company’s register of shareholders, which is held by VP Securities A/S,
- that the new shares give right to dividends and other rights in the Company from the date when the shares have been paid in full, and
- that the capital increase shall be effected by cash payment.
As a consequence hereof the Board of Directors proposes that the authorization is included in the Company’s articles of association under item 3.7.
Re. 8 Proposal to authorize the Board of Directors to issue warrants.
The Board of Directors proposes that the general meeting authorizes the Board of Directors to decide, at one or more occasions, to issue warrants to the Company’s executive board, employees and Board of Directors pursuant to section 155 of the Danish Companies Act which give the right to subscribe shares in the Company.
With reference to Section 155 of the Danish Companies Act, it was stated:
- that the authorization shall be valid until the next ordinary general meeting,
- that one warrant gives the holder the right to subscribe for 1 share of nominally DKK 0.0735,
- that the maximum capital increase to be subscribed on the basis of the warrants amounts to nominally DKK 98,023, corresponding to:
1) 7.00% of the Company’s current share capital,
2) 6.22% of the Company’s share capital by exercise of the warrants set out in clause 4.1 of the articles of association, such warrants to be exercised no later than 1 October 2020, and
3) 5.86% of the Company’s share capital on a fully diluted basis, i.e. by exercise of (i) the warrants set out in clause 4.1 of the articles of association and (ii) the warrants comprised by the proposal in this item 8 of the agenda.
- that the new shares are to be subscribed for at a price equal to +/- 10% of the trading price of the Company’s shares at Spotlight Stock Market at the time of issuance of the warrants as determined by the Board of Directors,
- that the new shares shall be paid in full,
- that the new shares shall belong to the same share class as the existing shares,
- that the warrants new shares can be subscribed without pre-emption rights for the Company’s existing shareholders and there shall be no restrictions on the pre-emptive rights of the new shares in future capital increases,
- that there shall be no restrictions on the transferability of the new shares,
- that no shareholder must be obliged to redeem its shares,
- that the new shares are negotiable instruments. The new shares must be registered shares and must be registered in the Company’s register of shareholders, which is held by VP Securities A/S,
- that the new shares give right to dividends and other rights in the Company from the date when the shares have been paid in full, and
- that the capital increase shall be effected by cash payment.
As a consequence hereof the Board of Directors proposes that the authorization is included in the Company’s articles of association under item 4.3.
Re. 9 Proposal to adopt a voluntary arrangement for employee representation in the Company
The Board of Directors proposes to adopt a voluntary arrangement for employee representation in the Company which entails that the following wording is inserted as a new section 9.2 in the Company’s articles of association:
“In addition to the members of the Board of Directors elected by the general meeting, the employees of the Company may elect one employee representative to the Company’s Board of Directors in accordance with the executive order of a voluntary employee representation scheme in public and private companies in force from time to time.”
Re. 10 Any suggestions received
No suggestions received.
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Registration date
The registration date is 19 May 2020. Only those who are shareholders on this date have the right to participate in and vote at the general meeting.
Admission card
In order to attend the general meeting in person or electronically and thus to be able to vote at the general meeting, a shareholder must, no later than 3 days before the general meeting, request an admission card, cf. section 7.5 of the articles of association. Such request must be made to Carit Jacques Andersen, e-mail cja@scandiononcology.com. The request must be received no later than Friday, 22 May 2020, at 11.59 PM (CET).
A shareholder has also the possibility of requesting an admission card for a proxy holder that gives a physical meeting on behalf of the shareholder. The request must be made according to the above guidelines. The shareholder must fill in and sign the proxy and postal voting form, which can be found on the Company’s website http://www.scandiononcology.com. The proxy must bring the admission card and the original form at the general meeting.
Electronic participation
Electronic participation in the General Meeting takes place through Microsoft Teams.
At the Company’s homepage information is available on the procedure in connection with electronic participation in the General Meeting.
For electronic participation, each shareholder is responsible for ensuring that the shareholder has a mobile phone or a desktop device with a web browser and that the shareholder has an adequate and functioning internet connection available at the time of the General Meeting.
Nominee
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register. Such registration must be duly effected in the share register on Tuesday, 19 May 2020, and the shareholders must therefore advise their nominees well in advance of such date.
Questions
The shareholders have the right to ask questions in relation to the issues on the agenda to be discussed at the general meeting. The questions can be made in writing before the general meeting or at the general meeting. The answer will – with the limitations that follow from the legislation – if possible be made at the general meeting or be made available to the shareholders no later than two weeks after the general meeting.
COVID-19
Due to the COVID-19 situation, any shareholder showing any symptoms will be referred to participate electronically. Furthermore, the Danish authorities’ measures may lead to shareholders being referred to participate electronically.
Material
All material mentioned in this notice can be obtained from Carit Jacques Andersen, e-mail cja@scandiononcology.com. The material will only be forwarded by e-mail, and thus the e-mail address must be specified.
For further information regarding Scandion Oncology, please contact:
Nils Brünner, CEO
Phone: +45 26 14 47 08
E-mail: nb@scandiononcology.com
Scandion Oncology A/S is a biotechnology company that addresses one of the greatest challenges in modern oncology – the effective treatment of cancer which contains chemotherapy-resistant cells or which has developed resistance to a previously prescribed cancer-fighting drug. In preclinical in vitro-studies SCO-101 restores chemotherapy sensitivity in resistant cancer cells. Moreover, in animal studies, the company’s leading candidate drug, SCO-101, significantly enhances the efficacy of certain standard cancer treatments when given in combination. Scandion Oncology is now in clinical phase II trials with its lead compound, SCO-101, in patients with chemotherapy-resistant colorectal cancer. In addition to SCO-101 the Company has two other drug candidates, SCO-201 and SCO-301. Scandion Oncology was listed on Spotlight Stock Market, Sweden in November 2018.