In the press release published on February 22, 2022, the appendix with the notice was missing. The notice is attached to this press release, which otherwise corresponds to the previously issued press release. The supplement was submitted for publication on February 24, 2022.
Notice of Extraordinary General Meeting to LIDDS AB (publ)
The shareholders of LIDDS AB (publ) (registration number 556580-2856) (the “Company” Where “COVERS”) are hereby convened to the Extraordinary General Meeting on Friday, March 11, 2022 at 12:00 p.m. (CET) at the Company’s premises at Uppsala Business Park with visiting address Rapsgatan 7, Uppsala.
Attendance at the Extraordinary General Meeting
Shareholders wishing to participate in the Extraordinary General Meeting must:
- be registered in the share register maintained by Euroclear Sweden AB (“Euroclear”), Thursday, March 3, 2022, and
- convene the Company at the address: LIDDS AB (publ), Attn. Jenni Björnulfson, Virdings Allé 32B, 754 50 Uppsala or by e-mail to [email protected], no later than Monday 7 March 2022.
When convened, the shareholder must indicate his name, his civil status or company number, his address, his telephone number and, if necessary, the number of accompanying persons (two at the most). Shareholders can attend and vote at the Extraordinary General Meeting personally or by proxy.
Registered shares
A shareholder who has registered his shares with a bank or another nominee must, in order to be entitled to attend the Extraordinary General Meeting, provisionally register the shares to vote in his own name (registration with vote). The candidate must have registered the vote with Euroclear no later than Monday March 7, 2022. Consequently, the shareholder must contact his nominee well before this day and ask him to carry out this registration.
Proxy
Shareholders represented by proxy must deliver a written, signed and dated power of attorney for the proxy. A Power of Attorney can be valid for up to five years from its issuance if specifically stated. If no period of validity is indicated, the power of attorney is valid for a maximum of one year. Shareholders represented by proxy must provide an original proxy, as well as other proxy documents, when convening the Extraordinary General Meeting, and must, at the latest, present these documents at the entrance to the Meeting. Extraordinary General. A proxy form is available on the Company’s website www.liddspharma.com and is sent to shareholders who request it, specifying their postal address. Representatives of legal persons must submit a copy of the legal person’s registration certificate and/or other authorization documents demonstrating the right to act on behalf of the legal person.
Number of shares and votes
As of the date of this notice, there are a total of 33,989,791 shares and voting rights in the Company. The Company does not hold any own shares.
Proposed agenda
- Opening of the meeting
- Election of the president of the assembly
- Preparation and approval of the voting list
- Election of one or two people to check the minutes
- Determine if the meeting has been duly called
- Approval of the agenda
- Proposed resolution on the authorization to the Board of Directors to issue convertibles
- Closing of the meeting
Motions for resolution
Election of the Chairman of the meeting (Item 2)
The Board of Directors proposes to elect Jan Törnell as Chairman of the Extraordinary General Meeting.
Proposed resolution on the authorization to the Board of Directors to issue convertibles (Item 7)
Context of the proposal
On February 22, 2022, the Company announced that it had entered into an agreement (the “Funding OK“) with Nice & Green SA, a private Swiss company specializing in tailor-made financing solutions (“N&G”). According to the financing agreement, N&G has committed to subscribe convertible bonds with an aggregate nominal amount of up to SEK 40,800,000, divided into four tranches of SEK 10,200,000 each. In accordance with the Financing Agreement, the Company has undertaken to ensure that a general meeting of shareholders of the Company decides to authorize the Board of Directors to rule on issues of convertibles.
For technical registration reasons, each resolution to issue convertible bonds must stipulate a minimum conversion rate. At each issue resolution, this minimum conversion rate constitutes the basis for the maximum number of shares that may be issued upon conversion of the convertibles issued. According to the financing agreement, the convertibles are convertible into shares at a conversion rate corresponding to the higher of (i) a certain minimum rate to be calculated on the basis, among othersthe number of tranches remaining to be liquidated under the Financing Agreement and the limitations of the articles of association at the time of the issuance of each convertible (the “Minimum Rate”) and (ii) 93 percent. the lowest daily volume-weighted average price of the Company’s share over the six trading days preceding the conversion request.
In the event of approval of the proposed authorization, and on the basis of the initial Minimum Rate in application of the foregoing, the Board of Directors may, until the next General Meeting, decide on issues of convertible bonds giving right to conversion into a maximum of 25,760,209 shares. However, it should be noted that as long as 93 percent. of the average price weighted by the lowest daily volumes of the Company’s share during the six trading days preceding the day of the conversion request exceeds the Minimum Rate, the conversion rate thus calculated will be applied and the number of shares issued upon conversion will then be less than the maximum number indicated above. For more information regarding the Financing Agreement, please refer to the Company’s press release dated February 22, 2022.
The proposal of the board of directors
The Board of Directors proposes to the Extraordinary General Meeting to authorize the Board of Directors to, within the framework of the articles of association, by derogation from the preferential subscription right of the shareholders, on one or more occasions during the period until the next General Meeting, decides to issue convertibles in the Company. These issues may only be carried out in accordance with the Financing Agreement and the number of shares that may be issued upon conversion of the convertibles thus issued will be a maximum of 25,760,209 shares.
The purpose of the authorization and the reason for derogation from the shareholders’ preferential subscription right is to allow the Company to draw tranches under the Financing Agreement and thus meet the need for flexible financing required by development operations. of Company products.
The board of directors proposes that the board of directors, the general manager or any person designated by the board of directors, be authorized to bring to the resolution of the extraordinary general meeting all modifications and minor clarifications necessary for the registration of the resolution with the Registrar of Companies.
Majority requirement
A valid resolution in accordance with the proposal of the Board of Directors requires that the shareholders representing at least two-thirds of the votes cast as well as of the shares represented at the meeting approve the resolution.
Information to the Extraordinary General Meeting
The board of directors and the managing director must, in accordance with company law, at the request of a shareholder and provided that it can be done without material damage to the company, disclose to the general meeting information on the circumstances likely to affect the assessment of a point on the agenda of the Extraordinary General Meeting. Shareholders wishing to submit questions in advance may send them to LIDDS AB (publ), Attn. Jenni Björnulfson, Virdings Allé 32B, 754 50 Uppsala or by email at [email protected].
Documents
The documents in accordance with the Company Law will be made available to shareholders at the Company and on the Company’s website www.liddspharma.com, at the latest two weeks before the Extraordinary General Meeting. All of these documents will also be sent free of charge to shareholders who request them, specifying their address. The documents will also be available at the Extraordinary General Meeting.
Processing of personal data
For more information on how your personal data is processed, see the Integrity Policy available on the Euroclear webpage, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
__________________________________________________
Uppsala in February 2022
LIDDS AB (pub)
Board of directors
For more information, please contact
Nina Herne, CEO
Telephone: +46 (0)70 714 74 57,
Email: [email protected]
Jenni Björnulfson, Chief Financial Officer
Telephone: +46 (0)708 55 38 05
Email: [email protected]
The LIDDS Certified Advisor is Redeye AB.
Phone : [+46] 8 121 576 90
Email: [email protected]
The information was submitted for publication, through the aforementioned contact person, on February 24, 2022 at 2:45 p.m. CET.
LIDDS in a nutshell:
LIDDS is a Swedish drug delivery company based on proprietary NanoZolid® technology. With NanoZolid®, LIDDS can formulate drugs for local administration, with sustained and controlled release for up to six months. The technology is versatile, can be used in different drug classes and solves problems in many indication areas. LIDDS offers the NanoZolid® technology to partners and has developed its own oncology-focused pipeline, where the technology delivers a local, high dose of drug, delivered over time with very limited side effects. LIDDS has a large pipeline with several projects in clinical development, both in early and late-stage clinical development, and projects about to enter clinical development. The company is listed on the Nasdaq First North Growth Market.
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