Scandion Oncology – Minutes of extraordinary general meeting
which was held on:
Friday 13 November 2020, at 2.00 PM
at Scandion Oncology A/S’ (the “Company”) office at Fruebjergvej 3, 2100 Copenhagen Ø, Denmark.
Due to COVID-19 it was also possible to attend the general meeting using Microsoft Teams as set out in the notice.
|Re 1 Election of chairman|
|Anders Rubinstein, lawyer, was eleceted as chairman of the meeting by all represented votes.|
|Re 2 Proposal to authorize the Board of Directors to increase the Company’s share capital with pre-emptive rights.|
|A proposal from the Board of Directors was presented to include a new Article 3.8 in the Articles of Association with the following wording:|
|“On 13 November 2020, the general meeting resolved to authorize the Board of Directors during the period until 13 November 2025 to increase the Company's share capital in one or more issues of new shares with pre-emptive rights for the Company's existing shareholders by up to a nominal amount of DKK 1,574,641.6560. The capital increase may be effected by cash payment and/or conversion of debt and shall take place at a subscription price as determined by the Board of Directors which may be below the market price.|
|The new shares shall be issued in the name of the holder and registered in the Company’s register of shareholders, be fully paid up, be negotiable instruments, and shall in every respect carry the same rights as the existing shares. The Board of Directors is authorized to determine the terms and conditions for the capital increases pursuant to the above authorization and to make such amendments to the Company’s articles of association as may be required as a result of the Board of Directors’ exercise of said authorization.”|
|The chairman noted that the board of directors had received power of attorneys voting for this proposal from shareholders representing 81.20% of both the votes and the share capital represented at the general meeting. The proposal had therefore been adopted.|
|Re 3 Information of final allocation of warrants|
|At the extraordinary general meeting held 1 October 2020 it was resolved to issue up to 70,000 warrants per employee (214,338 warrants in total). It was informed that the final allocation was that two employees each have been granted 53,585 warrants, and two employees each have been granted 53,584 warrants (214,338 warrants in total)|
|At the extraordinary general meeting held 1 October 2020 it was further resolved to issue 214,338 warrants to the board of directors.|
|The final allocation of the 214,338 warrants has been as follows:|
|The general meeting took note of the information.|
|At the request of a shareholder the CEO, Bo Rode Hansen, informed that the exercise price per warrant had been fixed at SEK 49.99.|
|Re 4 Approval of authorization of the Chairman of the meeting|
|A proposal from the Board of Directors was presented to authorize the Chairman of the Extraordinary General Meeting, with a right of substitution, to file the resolutions passed by the general meeting with the Danish Business Authority and to make any such changes and additions as the Danish Business Authority may require as a condition for registering or approving the resolutions passed by the general meeting|
|The proposal was adopted by all shareholders represented.|
The general meeting was adjourned.
For further information regarding Scandion Oncology, please contact:
Jens Bo Rode Hansen, CEO
Phone: +45 28340871
This information is information that Scandion Oncology is obliged to publish in accordance to the EU Market Abuse Regulation. The information was provided by the contact person above for publication on November 13, 2020.
About Scandion Oncology:Scandion Oncology A/S is a clinical stage II biotechnology company currently developing first-in-class, oral add-on drugs to existing market leading anti-cancer therapies. As add on to standard anti-cancer therapies, it introduces an effective treatment approach for cancer, which is or has become resistant to cancer-fighting drugs, offering the potential for better response rates, longer survival and improved quality of life. The first-in-class lead candidate, SCO-101, is currently in clinical Phase II. The company is targeting cancer drug resistance in various treatment modalities including, chemotherapy, anti-hormonal therapy and immunotherapy. Scandion Oncology was listed on Spotlight Stock Market, Sweden in November 2018. Ticker code: SCOL.
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