Notice to attend the Extraordinary General Meeting in BioInvent International AB
Lund, Sweden – 17 May 2013 – The shareholders of BioInvent International AB (OMXS:BINV) are invited to attend the Extraordinary General Meeting (the “EGM”) to be held at 10 a.m., Wednesday 19 June 2013. The EGM is proposed to resolve on reduction of the share capital to cover the Company’s loss during the first quarter of 2013, and on an amendment of the limits of the share capital in order to enable the proposed reduction. The Company’s total equity will remain unchanged following this measure.
The shareholders of BioInvent International AB (publ), reg no 556537-7263, are hereby invited to attend the Extraordinary General Meeting to be held at 10.00 a.m. Wednesday 19 June 2013 at the Company’s premises at Sölvegatan 41 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 Thursday 13 June 2013, and
(ii) notify the company of their intention to attend the meeting at the address Sölvegatan 41, SE-223 70 Lund, Sweden, att: Marie Serwe, by telephone +46 46 286 85 50, by telefax +46 46 211 08 06 or by e-mail [email protected], on Thursday 13 June 2013 at the latest, preferably before 4 p.m.
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 the representative. Proxy to act on behalf of a shareholder should be sent together with the notice of attendance. Representative of a legal person shall hand in a copy of a registration certificate or similar papers of authorisation. The company will supply proxy forms upon request from a shareholder.
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. Such registration must be made as per Thursday 13 June 2013 and the bank or broker should therefore be notified in due time before said date.
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 check the minutes.
5. Determination of compliance with the rules of convocation.
6. Approval of the agenda.
7. Resolution on
(a) amendment of the articles of association, and
(b) reduction of the share capital for the purpose of covering loss.
8. Closing of the meeting.
Proposal for resolutions on amendment of the articles of association and reduction of the share capital for the purpose of covering loss (item 7)
(a) Amendment of the articles of association
The Board proposes that the EGM, for the purpose of enabling the reduction of the share capital to cover loss as proposed in item 7(b) below, resolves in accordance with the following:
The limits of the share capital of the company shall be amended from currently being no less than SEK 15,000,000 and no more than SEK 60,000,000 into being no less than SEK 5,000,000 and no more than SEK 20,000,000, entailing that § 4 of the articles of association will read as follows:
The share capital shall amount to no less than SEK five million (5,000,000) and no more than SEK twenty million (20,000,000).
(b) Reduction of the share capital for the purpose of covering loss
For the purpose of covering part of the Company’s reported loss for the first quarter 2013, while at the same time better adapt the size of the share capital to the Company’s business, the Board proposes that the EGM resolves on a reduction of the share capital in accordance with the following:
The Company’s share capital, which currently amounts to SEK 19,959,961, shall be reduced by SEK 14,045,898.44 to cover loss. The reduction shall be effected without retirement of shares and without repayment to the shareholders.
After the reduction, the Company’s share capital will amount to SEK 5,914,062.56, allocated between a total number of 73,925,782 shares. The reduction entails a reduction of the quota value of the shares with SEK 0.19 from SEK 0.27 to SEK 0.08.
The reduction of the share capital is subject to the amendment of the articles of association in accordance with item 7(a) above.
The resolution of the EGM pursuant to items 7(a) and (b) is to be passed as one single resolution. Such resolution is subject to support by shareholders representing at least two thirds of both the votes cast and the shares represented at the 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 to be dealt with at the meeting.
D. AVAILABLE DOCUMENTS ETC
The Board of Directors’ complete proposal for amendment of the articles of association and reduction of the share capital, and further documents to be held available according to the Swedish Companies Act, will be available at the Company’s office and the Company’s website, www.bioinvent.se, on 29 May 2013 at the latest. The documents will also be distributed to shareholders who so request and state their postal address.
The total number of shares and votes in the Company amounts to 73,925,782.
Background information:
About BioInvent
BioInvent International AB, listed on the NASDAQ OMX Stockholm (BINV), is a research-based pharmaceutical company focused on discovery and development of innovative antibody-based drugs against cancer. The Company's pipeline currently includes three product candidates for the treatment of cancer.
The company's competitive position is underpinned by n-CoDeR®, a proprietary antibody development platform. The scope and strength of this platform is also used to develop antibody-based drugs in collaboration with partners who finance the development of the new drug, and provide BioInvent the right to milestone payments and royalties on sales. These partners include Bayer HealthCare, Daiichi Sankyo, Mitsubishi Tanabe and Servier. More information is available at www.bioinvent.com.
For further information, please contact:
Björn O. Nilsson
Chairman of the board
+46 (0)70-2181500
Cristina Glad
President and CEO
+46 (0)46 286 85 51
+46 (0)708 16 85 70
[email protected]
BioInvent International AB (publ)
Co. reg. No. 556537-7263
Visiting address: Sölvegatan 41
Mailing address: 223 70 LUND
Phone: +46 (0)46 286 85 50
[email protected]
Information disclosed in this press release is provided herein pursuant to the Swedish Securities Markets Act. The information was submitted for publication at 3.45 p.m. CET, on 17 May 2013.