The shareholders of BioInvent International AB (publ), Reg. No 556537-7263, are hereby invited to attend the Extraordinary General Meeting (the "EGM") to be held at 9.00 a.m., Friday 3 July 2020 at Elite Hotel Ideon on Scheelevägen 27 in Lund, Sweden.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the EGM must:
(i) be recorded in the printout of the share register maintained by Euroclear Sweden AB ("Euroclear"), as of Saturday 27 June 2020; and
(ii) notify the company of their intention to attend the meeting at the address BioInvent International AB, Ideongatan 1, SE-223 70 Lund, Sweden, att: Stefan Ericsson, by telephone +46 46 286 85 54 or by e-mail
On giving notice of attendance, the shareholder shall state name, personal identity number/registration number, number of shares held, phone number and, if applicable, the name of any representative. Proxy to act on behalf of a shareholder should be sent together with the notice of attendance and the proxy must be presented in original at the latest at the EGM. Representative of a legal person shall provide a copy of a registration certificate or similar documents of authorization. Proxy form is available at the company's website www.bioinvent.se and will be provided directly to shareholders who so request.
In order to participate in the proceedings at the EGM, shareholders with nominee-registered shares must request their bank or broker to have the shares temporarily owner-registered with Euroclear. Please note that since Saturday 27 June 2020 is not a banking day, shareholders who intend to participate in the EGM must be recorded in the share register as per Friday 26 June 2020. Shareholders that wish to owner-register its shares should therefore inform the nominee of this well in advance of Friday 26 June 2020.
With a view to comply with the recommendations of the Public Health Agency of Sweden to limit social contacts as far as possible, the Board of Directors has resolved that shareholders in BioInvent shall be able to exercise its voting rights at the EGM by post, in accordance with the temporary rules which the Swedish Parliament has enacted. The aim is to minimize the number of persons gathered at the location of the general meeting. BioInvent therefore encourage the shareholders to use this opportunity in order to minimize the number of participants attending the meeting in person and thus reduce the spread of the infection.
Shareholders who wish to exercise the possibility to vote by post shall - in addition to being included in the shareholder's register and having registered their participation in accordance with above - use a postal voting form that will be available on BioInvent's website, www.bioinvent.se. The postal voting form shall be sent to BioInvent by e-mail to
B. AGENDA FOR THE MEETING
Proposal for agenda
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the voting list
4. Election of persons to approve the minutes
5. Determination of compliance with the rules of convocation
6. Approval of the agenda
7. Approval of the Board of Directors' resolution on a directed issue of shares
8. Resolution on authorization of the Board of Directors to resolve on a new share issue with preferential rights for the company's shareholders
9. Establishment of the number of members of the Board of Directors
10. Establishment of fees for members of the Board of Directors
11. Election of members of the Board of Directors
12. Closing of the meeting
Proposals regarding items on the agenda
Approval of the Board of Directors' resolution on a directed issue of shares (item 7)
The Board of Directors proposes that the general meeting approves the Board of Directors' resolution on a directed issue of shares on the following terms and conditions.
The company's share capital shall be increased by maximum SEK 21,662,608.48, through the issuance of maximum 270,782,606 new shares. The right to subscribe for the new shares shall, with deviation from the shareholders' preferential right, be granted Pareto Securities AB. Oversubscription cannot occur. The subscription price shall be SEK 0.08 per share, corresponding to the shares' quota value. The subscription price is based on an agreement between the company and the person entitled to subscribe.
Pareto Securities AB has, in accordance with the terms and conditions of the placement agreement entered into between, among others, the company and Pareto Securities AB on 9 June 2020, undertaken to at the time of issuance pay the subscription price for the subscribed shares (the issue proceeds) in order to enable the registration of the new shares with the Swedish Companies Registration Office and creation in Euroclear's systems for delivery to the investors in accordance with a customary settlement scheme, and then pay to the company the total proceeds from the sale of the shares that Pareto Securities AB received from investors at settlement, with deduction for the already paid issue proceeds.
The sales proceed of SEK 1.38 per share corresponds to the volume weighted average share price paid during a period of ten trading days on Nasdaq Stockholm prior to and including 8 June 2020 and has been resolved by the Board of Directors in consultation with the financial advisors appointed for the share issue, based on the assessment of investor interest, and is assessed to correspond to the market value of the shares.
The reasons for the deviation from the shareholders' preferential right are to diversify the shareholder base in the company amongst Swedish and international institutional investors and at the same time raise capital in a time and cost efficient manner.
The Board of Directors, or whomever the Board of Directors may appoint, shall be authorized to make such minor adjustments of the above resolution as may prove necessary in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB. Documents pursuant to Chapter 13, section 6 of the Companies Act have been prepared.
The approval is subject to support by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Resolution on authorization of the Board of Directors to resolve on a new share issue with preferential rights for the company's shareholders (item 8)
In order to provide the existing shareholders who have not participated in the directed issues resolved by the Board of Directors on 9 June 2020, opportunity to subscribe for shares at the same price as in the above-mentioned issues, the Board of Directors proposes that the Board of Directors is authorized to, no later than 30 September 2020, resolve on a new share issue with preferential rights for the company's shareholders of a total maximum of 105,813,041 shares to an issue price of SEK 1.38 per share. Investors who have participated in any of the above-mentioned directed issues have committed not to exercise, transfer, sell or in any other way take advantage of subscription rights received in the in the rights issue covered by this authorization. The rights issue may bring in issue proceeds of maximum SEK 146,021,997. Other terms are decided by the Board of Directors.
Elections and fees (items 9-11)
Major shareholders has proposed the following.
- The Board of Directors shall be increased by one Board member and thereafter consist of six members elected by the general meeting.
- New election of an additional member of the board proposed by HBM Healthcare Investments Ltd., who will be presented later through a separate press release.
- The annual fees per Board member (including fees for committee work), as resolved by the Annual General Meeting on 28 May 2020, shall continue to apply entailing a certain increase of the total fees since the number of Board members is increased by one. Fees (including fees for committee work) are to be paid to incoming Board member pro rata in relation to the Board member's actual duty period compared to the whole period from the Annual General Meeting 2020 until the end of the next Annual General Meeting.
C. SHAREHOLDERS' RIGHT TO ASK QUESTIONS
At the EGM shareholders have the right to ask questions concerning circumstances which may affect the assessment of matters and proposals to be dealt with at the EGM.
D. AVAILABLE DOCUMENTS ETC
The proposal and motivated statement of the Nomination Committee and proxy forms are available at the company's website www.bioinvent.se. The Board of Directors' resolution in accordance with item 7 and proposal in accordance with item 8, and other documents to be held available according to the Swedish Companies Act, will be available at the company's office and on the company's website on Friday 12 June 2020 at the latest. The documents will also be distributed to shareholders who so request and state their postal address.
At the time of this notice, the total number of shares and votes in the company amounts to 501,769,896.
E. PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Lund in June 2020
The Board of Directors
BIOINVENT INTERNATIONAL AB (publ)
BioInvent International AB (OMXS: BINV) is a clinical stage company that discovers and develops novel and first-in-class immuno-modulatory antibodies for cancer therapies, with two ongoing programs in Phase l/ll clinical trials for the treatment of hematological cancer and solid tumors, respectively. Two preclinical programs in solid tumors are expected to have entered clinical trials by the end of 2020. The Company's validated, proprietary F.I.R.S.T™ technology platform simultaneously identifies both targets and the antibodies that bind to them, generating many promising new drug candidates to fuel the Company's own clinical development pipeline or for additional licensing and partnering.
The Company generates revenues from research collaborations and license agreements with multiple top-tier pharmaceutical companies, as well as from producing antibodies for third parties in the Company's fully integrated manufacturing unit. More information is available at www.bioinvent.com.
For further information, please contact:
Martin Welschof, CEO
+46 (0)46 286 85 50
BioInvent International AB (publ)
Co. Reg. No.: 556537-7263
Visiting address: Ideongatan 1
Mailing address: 223 70 LUND
Phone: +46 (0)46 286 85 50