The board of directors hereby give notice of the annual general meeting in:
Scandion Oncology A/S
CVR-no. 38613391
(the “Company”)
Wednesday, April 27, 2022, at 4pm (CET), at the Company’s address, Fruebjergvej 3, 2100 Copenhagen, Denmark.
With the following agenda:
- Election of chairman of the meeting
- Report from the board of directors on the Company’s activities in the past year
- Presentation of the audited annual report prepared in English for approval
- Proposal of notice of discharge to the board of directors and the executive board
- Decision on appropriation of profit or loss as recorded in the approved annual report
- Proposal of approval of the board of directors’ fee for 2022
- Election of members of the board of directors
- Election of auditor
- Proposals resulting in changes to the Company’s articles of association
a) Proposal to authorize the board of directors to issue warrants and any related capital increases(s)
b) Proposal to introduce English as corporate language etc.
c) Proposal to other amendments of the Company’s articles of association - Any other business
More details to each of the agenda items can be found in schedule 1: Full wording of the proposals in relation to the Agenda.
Share capital and voting rights of the shareholders
The Company’s nominal share capital is DKK 2,361,962.4840, divided into shares of DKK 0.0735 each or multiples thereof. Each share of the nominal value of DKK 0.0735 carries one vote. The total number of votes as of the date of this notice is thus 32,135,544.
Attendance and casting of votes at the general meeting
A shareholder’s right to attend the general meeting and to vote on its shares is determined on the basis of the shares held by the shareholder at the date of registration.
The date of registration is April 20, 2022 (“Date of Registration“).
Only shareholders in the Company as at the Date of Registration have the right to attend the annual general meeting and vote on its shares.
The shares held by each shareholder at the Date of Registration are calculated based on the registration of the number of shares held by the shareholder in the Company’s register of shareholders as well as any notification of ownership received by the Company on or before the Date of Registration for the purpose of registration in the Company’s register of shareholders, but which as of the Date of Registration had not yet been registered.
Any sale or purchase of shares in the Company taking place after the Date of Registration and until the date of the general meeting will not affect the voting rights on the general meeting or any postal votes.
Admission Card, Proxy and Postal Voting
In order to attend the general meeting a shareholder must request an admission card no later than April 22, 2022, 11.59 p.m. (CET). The request shall be made to the Company, e-mail: agm@scandiononcology.com.
All shareholders are entitled to attend the general meeting by proxy. If a shareholder wishes to attend by proxy, the shareholder will need to request an admission card for the proxy holder as set out above and fill out a written and dated instrument of proxy. The proxy holder must be able to present the admission card and the written and dated instrument of proxy at the general meeting.
Proxies may be submitted in writing by using the written proxy form attached to this notice as schedule 5 and which can also be found on the Company’s website http://www.scandiononcology.com. The Company requests that signed forms are received by the Company at the address Fruebjergvej 3, DK-2100 Copenhagen or by e-mail to: agm@scandiononcology.com no later than April 25, 2022 at 11.59 p.m. (CET). Proxies received after this date cannot be expected to have been received at the general meeting.
A shareholder can also choose to make use of postal vote instead of attending the annual general meeting in person.
Postal votes may be submitted in writing by using the postal voting form attached to this notice as schedule 5 and which also can be found on the Company’s website http://www.scandiononcology.com. A completed and signed form must be received by the Company at the address Fruebjergvej 3, DK-2100 Copenhagen, or by e-mail to: agm@scandiononcology.com no later than April 25, 2022 at 11.59 p.m. (CET).
Postal votes received by the Company cannot be cancelled or revoked.
Webcast
A live webcast of the general meeting will be available. Shareholders who webcast the general meeting will have the opportunity to submit written questions electronically at the general meeting via a chat function.
When webcasting the general meeting, each shareholder is responsible for ensuring that the shareholder has a mobile phone or a desktop/tablet device with a web browser and that the shareholder has an adequate and functioning internet connection available at the time of the general meeting.
Shareholders participating via live webcast of the general meeting, are encouraged to submit a proxy or vote by post prior to the general meeting. Please note that it will not be possible to cast votes at the general meeting in connection with the webcast.
Link to the webcast will be sent to shareholders who have requested such prior to the general meeting. The request for the webcast link shall be made to the Company, e-mail: agm@scandiononcology.com no later than April 25, 2022 at 11.59 p.m. (CET).
Schedules
Schedule 1: Full wording of the proposal in relation to the agenda
Schedule 2: Draft articles of association
Schedule 3: Draft new appendix 4.3 to the articles of association
Schedule 4: Information on management positions etc.
Schedule 5: Proxy and postal vote form
This notice is also available in Danish at the Company’s website http://www.scandiononcology.com.
For further information please contact:
Mads Kronborg, Head of External Communication
Phone: +45 6051 4955
E-mail: ir@scandiononcology.com
The information was provided by the contact person above for publication on April 12, 2022, at 08.30 CET.
Scandion Oncology A/S, the Cancer Drug Resistance Company, is a clinical phase II biotechnology company currently developing first-in-class, oral add-on drugs to existing market leading anti-cancer therapies. As add-on to standard anti-cancer therapies, it introduces an effective treatment approach for cancer, which is or has become resistant to cancer-fighting drugs, offering the potential for better response rates, longer survival, and improved quality of life. The first-in-class lead candidate, SCO-101, is currently in clinical phase II. The Company is targeting cancer drug resistance in various treatment modalities including chemotherapy, anti-hormonal therapy and immunotherapy. Scandion Oncology is listed on Nasdaq First North Growth Market Sweden. Ticker: SCOL.
Västra Hamnen Corporate Finance is the Company’s certified advisor on Nasdaq First North Growth Market and can be reached at ca@vhcorp.se or +46 (0) 40 200 250.