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Notice to Extraordinary General Meeting in ExpreS2ion Biotech Holding AB (publ)

The shareholders of ExpreS2ion Biotech Holding AB, 559033-3729, are hereby invited to attend an Extraordinary General Meeting on Tuesday, March 19, 2019, at 10.00 at c/o Mazars SET, Terminalgatan 1, in Helsingborg.

Right to participate and registration

Shareholders who wish to attend the General Meeting shall

  • be entered in the share register on Wednesday the 13th of March 2019, and
  • sign up to the Company no later than Wednesday the 13th of March 2019 in writing to ExpreS2ion Biotech Holding AB, att: Extraordinary General Meeting, c/o Mazars SET, Terminalgatan 1, 252 78 Helsingborg. The application can also be made by phone +45 206 29 908 or by e-mail bolagsstamma@expres2ionbio.com. The notification should state the full name, personal or corporate identity number, shareholding, address, daytime telephone number and, if applicable, information about the deputy or assistant (maximum two) must be provided. The application should, where appropriate, be accompanied by proxies, registration certificates and other authorisation documents.

Proxy etc.

If shareholders are to be represented by a proxy, the proxy must be written, dated and signed by the shareholder authorised by the shareholder. The authorisation may not be older than one year. If the power of attorney is issued by a legal person, the representative must also include the current registration certificate or the corresponding authorisation document for the legal person. In order to facilitate the entry, a copy of the authorisation and other authorisation documents should be enclosed with the notification to the meeting.

The number of shares and votes

The number of outstanding shares and votes in the Company amounts to 12,002,015 at the time of this notice. The Company has no own shares.

Proposed agenda:

  1. The meeting opens.
  2. Election of Chairman.
  3. Preparation and approval of voting list.
  4. Election of one or two auditors.
  5. Testing of whether the meeting has been duly convened.
  6. Approval of agenda.
  7. Approval of the Board's decision on directed share issue.
  8. The Meeting closes.

Decision proposal in brief:

Approval of the Board's decision on directed issue (item 7)

Through the issue, the share capital can be increased by SEK 177,777.777778 by issuing 1,600,000 shares, each with a quota value of SEK 0.1111111 at a subscription price of SEK 5 per share. The total issue amount amounts to SEK 17,600,000.

Through the issue, the Company will issue 1,600,000 series TO 3 warrants entitled to subscribe for one (1) new share in the Company. By utilising the issued warrants of series TO 3, the share capital may increase by no more than SEK 177,777.777778.

For the issue, the following conditions shall apply otherwise.

1.       A unit consists of one (1) newly issued share and one (1) subscription option of series TO 3 entitled to subscribe for one (1) new share in the Company.
 

2.       The right to subscribe for units shall, with deviation from the shareholders' preferential rights, be given to the parties and with the allocation listed below:

Name Maximum number of units
Oliver Molse 300,000
Oliver Molse genom bolag Modelio Equity AB 300,000
Gerhard Dal 200,002
John Andersson Moll 133,333
Peter Nilsson 73,333
Kjell Nilsson 60,000
Stefan Lundgren 133,333
Torben Moltke-Leth genom bolag Konservesgaarden A/S 133,333
Hans C. Bukkehave genom bolag Ejendommene Norgesvej 2 ApS 133,333
Rolf R. Kuhnke 133,333
Total 1,600,000

3. For each subscribed unit, SEK 5 must be paid no later than four banking days after the sending of the settlement note. The warrants are issued without consideration.

4. The new shares shall entitle to dividends the first time on the record date for dividends that occur immediately after the new shares have been registered with the Swedish Companies Registration Office. Shares issued after exercise of the TO 3 warrants the right to dividend on the record date for dividends that occur immediately after the new shares have been registered with the Swedish Companies Registration Office.

5. Subscription of units shall take place on a subscription connection to be signed no later than March 19 and payment will be made after the Extraordinary General Meeting has decided to approve the Board's decision on directed issue. The board shall have the right to extend the time for subscription and payment.

6. A subscription option of series TO 3 entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 6 per share in cash.

7. Subscription of shares in the Company on the basis of warrants of series TO 3 can take place during the following time periods: the period from 2019-04-01 through 2019-04-30;

the period from 2019-06-01 to 2019-06-30;

the period from 2019-08-01 through 2019-08-31;

the period from 2019-10-01 through 2019-10-31;

the period from 2019-12-01 to 2019-12-31;

the period from 2020-02-01 through 2020-02-29.

8. The warrants of series TO 3 shall not be subject to organised trading.

9. The full terms and conditions for the warrants of series TO 3 are stated in appendix 1A.

10. The decision is valid only if it has been assisted by shareholders with at least two-thirds of both the votes cast and the shares represented at the General Meeting.

11. The Board of Directors or the person appointed by the Board is authorized to make such minor adjustments in the issue decision as is required for the registration of the issue decision.

The Board's reasons for deviation from shareholders' preferential rights and valuation:

The reason for the Board's proposal to deviate from some of the shareholders' preferential rights is that the Board of Directors considers it beneficial for the Company and the shareholders to strengthen the owner base partly by broadening the base of major shareholders, and partly by enabling share ownership for new strategic investors with special interest in the Company, and to avail of the opportunity to add new working capital to conditions attractive to the Company (especially the time and cost aspect of the implementation of the capitalisation). Through the directed share issue, the Company is supplied with working capital in order to work towards set goals, in a cost and time-efficient manner and thereby strengthen the Company's financial position. The above aspects as well as the prevailing market conditions have resulted in the conclusion that, according to the Board's opinion, there have been predominant reasons for deviating from the shareholders' preferential rights to the benefit of the Company and the shareholders in the long term. 

The basis for the issue price has been set at a market value assessed by the Board.

Personal data

Personal data obtained from the share register kept by Euroclear Sweden AB, notification of attendance at the EGM and details of deputies, representatives and assistants will be used for registration, preparation of the voting list for the EGM and, if applicable, minutes of the EGM.

Other

Complete proposals for decisions, documents according to Chapter 13, Section 6 and Chapter 14 Section 8 of the Swedish Companies Act and proxy form will be available at the Company's offices, c/o Mazars SET, Terminalgatan 1, in Helsingborg and on the Company's website (www.expres2ionbio.com) no later than two weeks before the EGM and sent to the shareholders who so request and state their postal address.

Shareholders who are present at the Extraordinary General Meeting have the right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005:551).

Helsingborg in February 2019

ExpreS2ion Biotech Holding AB (publ)

THE BOARD

Certified Adviser 

Sedermera Fondkommission

E-mail: CA@sedermera.se

Telephone: +46 40-615 14 10

For further information about ExpreS2ion Biotech Holding AB, please contact:

Dr. Steen Klysner, CEO
Telephone: +45 2062 9908
E-mail: sk@expres2ionbio.com

About ExpreS2ion

ExpreS2ion Biotechnologies ApS is a fully owned Danish subsidiary of ExpreS2ion Biotech Holding AB with company register number 559033-3729. The subsidiary has developed a unique proprietary platform technology, ExpreS2, that can be used for fast and efficient preclinical and clinical development as well as robust production of complex proteins for new vaccines and diagnostics. Since the Company was founded in 2010, it has produced more than 300 proteins and 40 virus-like particles (VLPs) in collaboration with leading research institutions and companies, demonstrating superior efficiency and success rates. In addition, ExpreS2ion develops novel VLP based vaccines through the joint venture AdaptVac ApS which was founded in 2017.