Notice of extraordinary general meeting of DexTech Medical AB
8 November, 2021
The shareholders of DexTech Medical AB, org.nr. 556664-6203, is hereby summoned to the Extraordinary General Meeting on Thursday, November 25th, 2021. The Extraordinary General Meeting begins at 11.30 a.m. in IVA’s conference center, Kungl. The Academy of Engineering Sciences, Grev Turegatan 16, Stockholm, in direct connection with the Annual General Meeting.
Right to participate
Shareholders wishing to participate in the general meeting by postal vote shall:
- be entered in the share register maintained by Euroclear Sweden AB on Wednesday, November 17th, 2021;
- register with the company no later than Monday the 22nd of November 2021. Registration can be made by e-mail (firstname.lastname@example.org) or in writing to Dextech Medical AB, Extra bolagsstämma, Box 389, SE-751 06 Uppsala. The notification must state the full name, personal identity number or corporate registration number, shareholding, address, daytime telephone number and, where applicable, the name of the deputy or assistant (maximum 2). The notification shall be accompanied, where appropriate, by power of attorney, registration certificates and other documents of authority.
Nominee registered shares
In order to be entitled to participate in the Extraordinary General Meeting, the nominee must have the shares registered in his own name, so that he/she is registered in the share register maintained by Euroclear Sweden AB as of the record date on Wednesday, November 17th, 2021. Such registration may be temporary (so-called voter registration). Shareholders wishing to register the shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to make such voting registration. Voting rights registration requested by shareholders in such a time that the registration has been made by the relevant nominee no later than Friday the 19th of November 2021 will be taken into account in the production of the share register.
If shareholders are to be represented by proxy, the proxy must have a written, dated and signed power of attorney for the extraordinary general meeting. The power of attorney may not be older than one year, unless a longer period of validity (but not more than five years) has been specified in the power of attorney. If the power of attorney has been issued by a legal entity, the representative must also bring a current registration certificate or equivalent authorization documents for the legal entity. In order to facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to attend the meeting.
Proxy forms are available on the company’s website www.dextechmedical.com and sent by post to shareholders who contact the company and state their address.
Number of shares and votes
At the time of this notice, the number of outstanding shares and votes in the company amounts to 14,920,478. The company does not hold any own shares.
- Election of chairman of the meeting.
- establishment and approval of the electoral roll;
- Choice of one or two adjusters.
- Examination of whether the meeting has been duly convened.
- Approval of the agenda.
- Approval of the Board of Directors’ resolution on a rights issue.
- The meeting closes.
Proposal for decisions in brief:
Election of chairman of the meeting (item 1)
The Board of Directors proposes that Svante Wadman be elected Chairman of the Board of Directors of the Meeting. In the event that Svante Wadman is prevented from attending, the Board proposes that the Chairman of the Board be appointed as Chairman of the Board instead.
Establishment and approval of electoral roll (paragraph 2)
The Board of Directors proposes that the electoral register drawn up by the company, which is based on the general meeting book and which has been verified by the adjuster, be approved.
Election of one or two adjusters (paragraph 3)
The Board of Directors proposes that Anders R. Holmberg or, in the event of impediment, the person or persons designated by the Board of Directors instead, to persons to adjust the minutes of the Extraordinary General Meeting together with the Chairman. The assignments of the adjusters also include checking the electoral roll.
Approval of the Board of Directors’ resolution on a rights issue (Item 6)
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the rights issue resolved by the Board of Directors on November 8th, 2021, in accordance with below.
To increase the company’s share capital by a maximum of SEK 201,426.345 through a rights issue of a maximum of 4,476,141 shares at a subscription price of SEK 13 per share. The total issue amount amounts to a maximum of SEK 58,189,833.
For the issue, the following conditions shall apply otherwise:
- The issue shall take place with priority for the shareholders of the company. For each existing share, one (1) subscription right is granted. Ten (10) such subscription rights entitle to subscription of three (3) new shares.
- The record date in the share register maintained by Euroclear Sweden AB for determining which shareholders are entitled to participate in the issue with preferential rights shall be on Friday, December 3, 2021. Others can also subscribe in the issue.
- Thirteen (13) SEK in cash shall be paid for each subscribed share.
- Subscription of shares shall take place during the period from Wednesday the 8th of December to Wednesday the 22nd of December 2021. Subscription with the support of preferential rights shall be made by simultaneous cash payment. Subscription made without subscription rights shall be made on a special subscription list and payment shall be made no later than the fourth business day after notification of allotment has been sent to the subscriber. The Board of Directors shall have the right to extend the subscription and payment period.
- In the event that not all shares are subscribed for with preferential rights as described above, the Board of Directors shall, within the maximum amount of the issue, decide on allotment of shares to others who subscribed for shares without preferential rights and decide how to allocate between subscribers.
In the first instance, allotment of new shares subscribed for without subscription rights shall be made to subscribers who have also subscribed for new shares under subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment to them cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights exercised for subscription of new shares and, to the extent that this cannot be done, by drawing lots.
Secondly, allotment of new shares subscribed for without subscription rights shall be made to others subscribed for without subscription rights, and in the event that allotment to them cannot be made in full, allotment shall be made pro rata in relation to the new number of shares subscribed for and, to the extent that this cannot be done, by drawing lots.
Thirdly, allotment of new shares subscribed for without subscription rights shall be made to the issuer in proportion to the amount of the guarantee commitments made, and to the extent that this cannot be done, by drawing lots.
- The new shares shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office.
- The Board of Directors or the person the Board of Directors appoints is authorized to decide on minor corrections that are required for registration with the Swedish Companies Registration Office and EuroclearSweden AB.
Complete proposals for resolutions and proxy forms will be available on the company’s website https://dextechmedical.com, no later than two weeks before the general meeting and will be sent to shareholders who so request and state their postal address.
Shareholders present at extraordinary general meetings have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551). Requests for such information made before the Extraordinary General Meeting shall be made in writing by e-mail to (email@example.com) no later than the 15th of November 2021. The information is provided by being made available at DexTech Medical AB’s Visiting Address/Office and at https://dextechmedical.com, no later than the 20th of November 2021. The information is also sent within the same period to the shareholder who has requested it and provided his or her address.
Stockholm in November 2021
DEXTECH MEDICAL AB
For additional information:
Gösta Lundgren – CFO & Investor Relations
DexTech Medical AB
Telephone: +46 (0) 707104788
DexTech Medical AB is a Swedish research company that has developed four drug candidates that are protected by patents based on its technology platform. The main candidate is OsteoDex for the treatment of castration-resistant prostate cancer (CRPC) with skeletal metastases. A successful phase II clinical trial has been conducted with OsteoDex where the results show high tolerability with mild side effects as well as treatment effect in patients who fail existing drugs. DexTech’s goal is to outlicense each drug candidate no later than after the completed Phase II study. DexTech Medical AB is listed on Spotlight Stock Market.