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 on Tuesday 12 July 2022. The EGM will be held only through advance voting (postal voting) in accordance with temporary legislation.
A. NOTICE OF ATTENDANCE
Shareholders who wish to attend the EGM must:
(i) be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”), as of Monday 4 July 2022; and
(ii) notify the company of their intention to participate in the EGM no later than Monday 11 July 2022, by submitting their advance votes in accordance with the instructions under the heading “Advance voting” below, so that the advance vote is received by BioInvent no later than that day.
Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders’ register maintained by Euroclear in order to participate in the EGM (so called “voting rights registration”). The shareholders’ registers as of the record date on 4 July 2022 will include voting rights registrations made not later than 6 July 2022. Therefore, shareholders must, in accordance with the respective nominee's routines, in due time before said date request their nominee to carry out such voting rights registration.
The shareholders may exercise their voting rights at the EGM only by voting in advance, so called postal voting in accordance with Section 20 of the Act (2022:121) on temporary exceptions to facilitate the execution of general 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.bioinvent.se. The advance voting form is considered as the notification of participation at the EGM.
The completed and signed voting form must be received by BioInvent no later than Monday 11 July 2022, kindly before 4.00 pm. CEST. The completed and signed form shall be sent to BioInvent by e-mail to email@example.com or by regular mail to BioInvent International AB, Ideongatan 1, SE-223 70 Lund, Sweden, att: Stefan Ericsson. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Proxy form is available upon request and on the company’s website www.bioinvent.se. If the shareholder is a legal entity, a copy of the registration certificate or, if such document does not exist, a similar document of authorization is to be attached. The shareholder may not provide the postal vote with specific instructions or conditions. If so, the entire vote is invalid.
Further instructions and conditions are included in the form for advance voting.
B. SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
The Board of Directors and the managing director shall, if any shareholder so requests, and if the Board of Directors considers that this can be done without significant harm for the company, give information on circumstances that can affect the judgement of an item on the agenda. Requests for such information shall be made in writing to BioInvent International AB, Ideongatan 1, SE-223 70 Lund, Sweden, att: Stefan Ericsson or by e-mail to firstname.lastname@example.org, no later than ten days before the EGM, i.e. no later than Saturday 2 July 2022. The information will be disclosed by being held available at BioInvent International AB, Ideongatan 1, SE-223 70 Lund, Sweden, and on the company’s website, www.bioinvent.se, no later than five days before the EGM, i.e. no later than Thursday 7 July 2022. The information will also be distributed to the shareholders who so requests and state their postal address or e-mail address.
C. AGENDA FOR THE MEETING
Proposal for agenda
1. Election of Chairman of the meeting
2. Election of person to approve the minutes
3. Preparation and approval of the voting list
4. Determination of compliance with the rules of convocation
5. Approval of the agenda
6. Establishment of the number of members of the Board of Directors
7. Establishment of fees for members of the Board of Directors
8. Election of new members of the Board of Directors
(a) Nanna Lüneborg
(b) Natalie Berner
Proposals regarding items on the agenda
Election of Chairman of the meeting (item 1)
The Board of Directors proposes that Board secretary and attorney Madeleine Rydberger or, in the event she is prevented from attending, the person instead designated by the Board of Directors, will be Chairman of the meeting.
Election of person to approve the minutes (item 2)
It is proposed that Erik Esveld, representing Van Herk Investments B.V., or if he is prevented from attending, the person instead designated by the Board of Directors, is assigned to approve the minutes of the EGM together with the Chairman. The assignment to approve the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the EGM.
Preparation and approval of the voting list (item 3)
The voting list proposed to be approved is the voting list prepared by the company, based on the shareholders’ register for the EGM prepared by Euroclear Sweden AB and the advance votes received, as verified and recommended by the person elected to approve the minutes.
Determination of compliance with the rules of convocation (item 4)
It is proposed that the EGM has been duly convened as approved by the Chairman of the meeting, based on the Swedish Companies Act’s and the Articles of Association's provisions regarding notice to attend Extraordinary General Meetings.
Approval of the agenda (item 5)
It is proposed that the agenda included in the notice should be approved.
Elections and fees (items 6-8)
The Nomination Committee, consisting of Laura Feinleib (Redmile Group, LLC), Erik Esveld (Van Herk Investments B.V.), Vincent Ossipow (Omega Funds, LP), and Leonard Kruimer (Chairman of the Board), has informed the company of the following proposals.
- The Board of Directors shall be increased by two Board members and thereafter consist of eight members elected by the general meeting.
- New election of Nanna Lüneborg and Natalie Berner as Board members for the period until the end of the next Annual General Meeting. Information about the candidates proposed for new election is presented in a separate press release.
- The annual fees per Board member (including fees for committee work), as resolved by the Annual General Meeting on 28 April 2022, shall continue to apply entailing a certain increase of the total fees since the number of Board members is increased by two. Fees (including fees for committee work) are to be paid to incoming Board members pro rata in relation to the Board member’s actual duty period compared to the whole period from the Annual General Meeting 2022 until the end of the next Annual General Meeting.
D. AVAILABLE DOCUMENTS ETC
Proxy forms and advance voting form are available at the company’s website, www.bioinvent.se. Other documents to be held available according to the Swedish Companies Act, will be available on the company’s website as from Tuesday 21 June 2022, at the latest, and 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 58,471,096.
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 2022
The Board of Directors
BIOINVENT INTERNATIONAL AB (publ)
BioInvent International AB (Nasdaq Stockholm: BINV) is a clinical-stage biotech company that discovers and develops novel and first-in-class immuno-modulatory antibodies for cancer therapy, with currently three drug candidates in four ongoing clinical programs in Phase 1/2 trials for the treatment of hematological cancer and solid tumors, respectively and a fifth program just initiating clinical development. 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. Follow on Twitter: @BioInvent.
BioInvent International AB (publ)
Co. Reg. No. Org nr: 556537-7263
Visiting address: Ideongatan 1
Mailing address: 223 70 LUND
Phone: +46 (0)46 286 85 50