Pre-Annual General Meeting Information • Mar 17, 2021
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
Malmö, 17 March 2021
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
The shareholders in Ascelia Pharma AB, Reg. No. 556571-8797 ("Ascelia Pharma"), are hereby invited to the extraordinary general meeting to be held on Tuesday 13 April 2021.
In light of the ongoing Covid-19 pandemic and in order to reduce the risk of infection spreading, the board of directors has decided that the meeting will be held only by advance voting (postal vote) in accordance with temporary legislation. This means that the meeting will be conducted without the physical presence of shareholders, proxies or external parties and that shareholders' exercise of voting rights at the meeting can only take place by shareholders voting in advance in the order prescribed below. Information on the resolutions passed by the meeting will be published on Tuesday 13 April 2021, as soon as the outcome of the advance voting is finally compiled.
Shareholders wishing to participate in the meeting by advance voting must
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the meeting by advance voting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Wednesday 7 April 2021. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
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 shareholders' meetings in companies and other associations. A special form shall be used for advance voting. The form is available on the company's website (www.ascelia.com). The advance voting form is considered as the notification of attendance to the meeting. The completed voting form must be submitted to the company no later than on Monday 12 April 2021. The completed and signed form shall be sent to Ascelia Pharma AB, att: Kristian Borbos, Hyllie Boulevard 34, SE-215 32 Malmö, Sweden. A completed form may also be submitted electronically and is to be sent to [email protected]. If a shareholder votes in advance through a proxy, a written and dated
power of attorney signed by the shareholder must be attached to the form. A proxy form is available on the company's website (www.ascelia.com). If the shareholder is a legal entity, a registration certificate or equivalent document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid. Further instructions and conditions are included in the advance voting form.
The board of directors proposes that lawyer Ola Grahn is elected as chairman of the meeting or, in his absence, the person appointed by the board of directors instead.
The voting list that is proposed to be approved is the voting list prepared by the company, based on the share register of the meeting and received advance votes, controlled by the person approving the minutes of the meeting.
Håkan Nelson, representing Øresund-Healthcare Capital K/S, is proposed to, together with the chairman, approve the minutes of the meeting, or, in his absence, the person appointed by the board of directors instead. The assignment to approve the minutes also includes controlling the voting list and that received advance votes are correctly reproduced in the minutes.
The board of directors proposes that the meeting resolves to approve the board of directors' resolution of 17 March 2021 to increase the company's share capital with not more than SEK 5,000,000 through the issue of not more than 5,000,000 ordinary shares on the following terms and conditions:
1. With deviation from the shareholders' preferential rights, the new shares may only be subscribed for by a number of new qualified institutional investors, which have been identified by the company's financial advisors, Danske Bank A/S, Danmark, Sverige Filial, and Pareto Securities AB.
For a valid resolution on the proposal pursuant to item 6, the proposal has to be supported by shareholders representing at least two thirds of the votes cast as well as of all shares represented at the meeting.
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. Requests for such information must be submitted via e-mail to [email protected] or by post Ascelia Pharma AB, att: Kristian Borbos, Hyllie Boulevard 34, SE-215 32 Malmö, Sweden, no later than Saturday 3 April 2021. The information is provided by keeping it available at the company's office and website, no later than Thursday 8 April 2021. The information will also be sent within the same time to the shareholders who have requested it and provided their postal or e-mail address.
The complete proposal pursuant to item 6 and ancillary documents pursuant to the Swedish Companies Act, are presented by keeping them available at the company's office at Hyllie Boulevard 34, SE-215 32 Malmö, Sweden, and at the company's website (www.ascelia.com) as from no later than three weeks before the meeting, and will also be sent to shareholders who request it and provide their address. The share register of the meeting will also be available at the company's office.
The total number of shares in the company amounts to 28,697,234 shares, of which 28,186,689 are ordinary shares with one vote per share and 510,545 are series C shares with one-tenth of a vote per share. The number of votes in the company amounts to 28,237,743.5 votes. The company holds all 510,545 outstanding series C shares, corresponding to 51,054.5 votes, which cannot be represented at the meeting.
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Malmö in March 2021 Ascelia Pharma AB (publ) The Board of Directors
____________________
For more information, please contact: Magnus Corfitzen, CEO Email: [email protected] Tel: +46 735 179 118
Mikael Widell, IR & Communications Manager Email: [email protected] Tel: +46 703 11 99 60
This information was submitted for publication, through the agency of the contact persons set out above, at 11.15pm CET on 17 March 2021.
Ascelia Pharma is a biotech company focused on orphan oncology treatments. We develop and commercialize novel drugs that address unmet medical needs and have a clear development and market pathway. The company has two drug candidates – Mangoral and Oncoral – in clinical development. Ascelia Pharma has global headquarters in Malmö, Sweden, and is listed on Nasdaq Stockholm (ticker: ACE). For more information, please visit http://www.ascelia.com.
Mangoral (manganese chloride tetrahydrate) is a novel oral contrast agent for MR-imaging developed to improve the detection and visualization of focal liver lesions (including liver metastases and primary tumors) in patients with reduced kidney function. These patients are at risk of serious side effects from the currently available class of gadolinium-based contrast agents. Mangoral, which has been granted an Orphan Drug Designation by the US Food and Drug Administration (FDA), is currently in Phase 3 development, including the global multi-center SPARKLE study.
Oncoral is a novel oral irinotecan chemotherapy tablet for the treatment of gastric cancer. Oncoral has the potential to offer a more patient friendly cancer drug regimen including a better safety profile following daily tablet dosing at home compared to intravenous high-dose infusions at the hospital. Following successful Phase 1 results, the Phase 2 for Oncoral is in preparation.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.