Notice of Extraordinary General Meeting of SynAct Pharma AB (publ)

The shareholders of SynAct Pharma AB (publ), 559058-4826, are hereby summoned to the Extraordinary General Meeting on Thursday 21st March 2019 at 10.00am at Medicon Village, Building 301 (Saturnus premises), Scheelevägen 2, in Lund.

Right to participate and apply

Shareholders wishing to participate in the General Meeting must

  • be registered in the share register kept by Euroclear Sweden AB on Friday 15th March 2019, and
  • apply to the company in writing to SynAct Pharma AB, c/o Medicon Village AB Scheelevägen 2, 223 81 Lund by Friday 15th March 2019. Applications can also be made by phone + 45 28 44 75 67 or by e-mail joo@synactpharma.com. The application shall indicate the full name, personal or company registration number, shareholding, address, daytime telephone number and, where applicable, details of the representative, or assistants (maximum 2) shall be provided. The application should be accompanied, where appropriate, by powers or attorney, registration certificates and other authorisation documents.

Nominee-registered shares

In order to be entitled to participate in the General Meeting, shareholders who have their shares nominee-registered, by a bank or other trustee, must temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be completed by Friday 15th March 2019, which means that shareholders wishing to re-register must inform the nominee in good time before the said date.

Representatives etc.

If shareholders are to be represented by a representative, the representative must have a power of attorney for the Annual General Meeting written, dated and signed by the shareholder. The power of attorney must not be more than one year old, unless the period of validity (but no longer than five years) has been stated in the power of attorney. If the power of attorney is issued by a legal person, the representative shall also have the relevant registration certificate or equivalent authorisation document for that legal person. To facilitate entry, a copy of the power of attorney and other documents should be attached to the application to attend the Annual General Meeting. A power of attorney form is available on the company’s website www.synactpharma.com and is sent by mail to shareholders who contact the company and provide their address.

Number of shares and votes

The number of outstanding shares and votes in the company at the time of this notice is 14,675,167. The company does not hold any of its own shares.

Draft agenda:

  1. 0.      The Annual General Meeting opens.
  2. 1.      Election of Chairman of the meeting.
  3. 2.      Drawing up and approval of the voting list.
  4. 3.      Approval of the agenda.
  5. 4.      Election of one or two adjustment officers.
  6. 5.      Determination of whether the meeting has been duly convened.
  7. 6.      Election of new members of the Board of Directors.
  8. 7.      Decision to amend the Articles of Association.
  9. 8.      The meeting is concluded.

Decision proposals in brief:

Election of new members of the Board of Directors (point 7)

Shareholders representing approximately 35 percent of the votes in the company propose that Terje Kalland and John Haurum, be elected as members of the Board of Directors. In addition, Lars Adlersson and Charlotte Edenius, who wish to leave the board on their own request, are standing down. SynAct Pharma therefore wishes to thank Lars Adlersson and Charlotte Edenius for their work on the board. Other members of the Board of Directors remain in position.

Terje Kalland, MD and Ph.D., has more than 30 years of international experience from leading positions in the pharmaceutical industry, including as Senior Vice President of Novo Nordisk A/S, Director of Research and Development at Biovitrum AB (now SOBI AB) as well as various positions within Pharmacia AB, including Global Head of Oncology Research. Terje Kalland has experience of investment operations as well as being Research Director and Vice CEO at Karolinska Development AB. Terje Kalland also has a background as a Professor of Tumour immunology at Lund University. Terje Kalland has further experience as a board member and chairman of the board of several listed and unlisted companies in Sweden and abroad.

John Haurum, MD and Ph.D, is a board member of several European biotechnology companies, including Synklino ApS. John Haurum was CEO of the English company F-Star for several years, where two clinical studies were initiated in oncology during his leadership and generated more than EUR 200 million in income. John Haurum was previously VP Research at ImClone Systems in New York and was also founder and Chief Scientific Officer of Symphogen A/S.

Decision to amend the Articles of Association (point 8)

Shareholders representing approximately 35 percent of the voting rights in the company propose that the General Meeting resolves to amend the Articles of Association in accordance with the following:

Current wording Proposed wording
§ 1                     Company The company’s business is Synact Pharma AB. The company is public (publ). § 1                     Company name The company’s business name is Synact Pharma AB. The company is public (publ).
§ 4                     Share capital Share capital shall be at least SEK 600,000 and not more than SEK 2,400,000. § 4                     Share capital Share capital shall be at least SEK 1,800,000 and not more than SEK 7,200,000.
§ 5                     Number of shares The number of shares shall be at least 4,800,000 and not more than 19,200,000. § 5                     Number of shares The number of shares shall be at least 14,400,000 and not more than 57,600,000.
§ 8                     Notice of General Meetings Notice of General Meetings shall always be made through advertising in periodicals and domestic newspapers and on the company’s website. That notice has been given must be advertised in Svenska Dagbladet. If the Svenska Dagbladet were to cease publishing, advertising should instead take place via Dagens Industri. In addition to the place where the Board has its seat, the General Meetings may be held in Stockholm Municipality, Stockholm County. § 8                     Notice of General Meetings Notice of General Meetings shall always be made through advertising in periodicals and domestic newspapers and on the company’s website. That notice has been given must be advertised in Svenska Dagbladet. If the Svenska Dagbladet were to cease publishing, advertising should instead take place via Dagens Industri. In addition to the place where the Board has its seat, the General Meetings may be held in Stockholm municipality, Stockholm county or in Malmo municipality, Skåne County.

The decision under this point presupposes, for its validity, that it is supported by shareholders with at least two thirds of both the votes cast and the shares represented at the meeting.

For complete proposals for adjusted articles of association, see specific Appendix.

Personal data

Personal data collected from the share register kept by Euroclear Sweden AB, notification of attendance at the meeting and information on deputies, agents and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, in the minutes of the Annual General Meeting.

Other

Complete proposals and power of attorney forms will be made available at the company’s offices, Medicon Village, Scheelevägen 2, Lund and on the company’s website (www.synactpharma.com) at least three weeks before the General Meetings and sent to any shareholders who request it and provide their mailing address.

Shareholders who are present at the general meeting have the right to request information in accordance with section 7. 32 § of Swedish Companies Act (2005:551).

Lund, February 2019

SynAct Pharma AB (publ)

BOARD OF DIRECTORS

For further information about SynAct Pharma AB, please contact:

Jeppe Øvlesen
CEO, SynAct Pharma AB
Telephone: +45 28 44 75 67
E-mail: joo@synactpharma.com

Thomas Jonassen
CSO, SynAct Pharma AB
Telephone: +45 40 15 66 69
E-mail: tj@synactpharma.com