EXACT Therapeutics AS - EGM notice
EXACT Therapeutics Notice of Extraordinary General Meeting to be held on 3rd December 2021 at 16:00 CET.
Please see here for the full Norwegian-English dual language notice with appendices.
An Extraordinary General Meeting of EXACT Therapeutics AS, reg. no. 998 317 487, (the "Company") will be held by way of video conference on 3 December 2021 at 16:00 hours (CET).
The Extraordinary General Meeting will be opened by the Chairperson of the Board of Directors or a person appointed by her.
The Board of Directors proposes the following agenda:
1. OPENING OF THE EXTRAORDINARY GENERAL MEETING, APPROVAL OF THE SUMMONS AND AGENDA
2. ELECTION OF CHAIR AND PERSON TO CO-SIGN THE MINUTES
3. ELECTION OF BOARD MEMBER AND REMUNERATION
Hans Henrik Klouman has notified the Company of a need for resignation from the position as Member of the Board of Directors due to other board commitments.
On this basis, the Nomination Committee proposes that Anders Wold be appointed as a new board member, to replace Hans Henrik Klouman. The proposal is attached as Appendix 3.
It is also proposed that Anders Wold shall receive an annualized compensation of NOK 180,000, in addition to annualized remuneration of NOK 20,000 as member of the audit committee. The remuneration is paid pro rata for the period between December 2021 and June 2022, either in cash, as share options (RSUs) or as a combination of cash and share options (RSUs), as proposed by the nomination committee and issued by the Board of Directors pursuant to its authorisation at any given time.
If the Nomination Committee’s proposal is resolved, the Board of Directors will consist of the following board members:
Masha Strømme (Chairperson)
Sir William Castell (Deputy chair)
Jean-Claude Provost
Anders Wold
Jean-Michel Cosséry
Aitana Peire
Ann-Tove Kongsnes
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EXACT Therapeutics AS has a share capital of NOK 119,968.66 divided on 29,992,165 shares, each with a nominal value of NOK 0.004. Each share carries one vote at the Extraordinary General Meeting.
Participation:
To ensure that most shareholders will be able to participate and due to the Covid-19 outbreak, the Extraordinary General Meeting is to be held by video conference. The Board of Directors considers this as the safest way of holding the meeting. All participants will need to present a valid ID and documentation that it can represent the shareholder, if the shareholder is a company.
In order to receive an invitation to the video conference, shareholders wishing to attend the Extraordinary General Meeting must register, by using the Attendance Slip attached hereto as Appendix 1, by 2 December 2021 at 11:00 hours (CET).
The Proxy Form, including detailed instructions for the use of the form, is enclosed to this notice as Appendix 2. Completed Proxy Forms must be sent to DNB Bank ASA, Verdipapirservice by e-mail genf@dnb.no prior to 2 December 2021 at 11:00 hours (CET).
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Shareholders who attend the Extraordinary General Meeting have the following rights:
1. The right to attend the Extraordinary General Meeting by proxy
(i) For registration of the proxy, the Proxy Form shall be completed and submitted to the address set out in the Proxy Form
(ii) If personal attendance has been registered within the deadline for registration of attendance on 2 December 2021 at 11:00 (CET), it is still possible to be represented by proxy if the proxy holder presents a valid and completed Proxy Form upon registration at the Extraordinary General Meeting
(iii) If a proxy has been registered within the deadline for registration of attendance, it is still possible to attend personally and cancel the proxy upon registration at the Extraordinary General Meeting
(iv) A proxy may include voting instructions for all or some of the matters on the Agenda – please use the Voting Form
Proxies to the Chair of the Meeting are registered as voting instructions in favour of proposals made by the Board of Directors, as well as for the elections of and remuneration to Members of the Board of Directors, unless otherwise stated in the voting form.
2. The right to attend the Extraordinary General Meeting personally. For registration, the Attendance Registration Form shall be completed and submitted to the Company with the address set out in the Attendance Registration Form
3. The right to be accompanied by one advisor and give him or her the right to speak at the Extraordinary General Meeting
4. The right to request information from the Chair of the Board of Directors and the CEO pursuant to section 5-15 of the Private Limited Liability Companies Act
5. The right to present alternative proposals within the matters to be resolved by the Extraordinary General Meeting.
Oslo, 25 November 2021
Masha Strømme
Chairperson of the Board of Directors
Appendices:
Please see here for the full Norwegian-English dual language notice with appendices.
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About EXACT
EXACT-Tx is a clinical stage Norwegian biotech company developing a technology platform for targeted therapeutic enhancement – Acoustic Cluster Therapy (ACT®). ACT® follows a unique approach to ultrasound-mediated, targeted drug enhancement – with the potential to significantly amplify the clinical utility of a wide range of therapeutic agents across a multitude of indications including within oncology (chemotherapy, immunotherapy), infectious diseases, and brain diseases. www.exact-tx.com
About ACT®
• ACT® is a proprietary formulation consisting of microbubbles and microdroplets that are activated through the application of ultrasound with the consequent increase in targeted delivery of a co- administered therapeutic agent.
• ACT® is supported by a strong and broad preclinical package demonstrating therapeutic enhancement in multiple oncology models (pancreatic, breast, colon, prostate) as well as blood-brain barrier penetration.
• Initial focus of the company is in oncology, however the ACT® platform has potential across therapeutic areas (infectious diseases, CNS, immunotherapy) and product classes.