To the Shareholders of Oncology Venture A/S
The Board of Directors hereby convenes the Extraordinary General Meeting (the "General Meeting") of Oncology Venture A/S, CVR no. 28 10 63 51, (the "Company") to be held on 7 October 2020 at 2 pm CET at Pharmakon Konferencecenter, Milnersvej 42, 3400 Hillerød, Denmark.
- Election of the Chairman of the Meeting
- Proposal to change the name of the Company
- Proposal to change the object of the Company
- Election of new members to the Board of Directors
Item 1: Election of the Chairman of the Meeting
The Board of Directors proposes that attorney-at-law Lars Lüthjohan Jensen is elected as the Chairman of the General Meeting.
Item 2: Proposal to change the name of the Company
The Board of Directors proposes that the name of the Company be changed to "Allarity Therapeutics A/S" and that “Allarity A/S”, "Oncology Venture A/S" and "Medical Prognosis Institute A/S" are included as secondary names of the Company.
The Board of Directors proposes that the Articles of Association, including Article 1 hereof, be amended accordingly.
Item 3: Proposal to change the object of the Company
The Board of Directors proposes to change the Company's object by amending Article 2 of the Articles of Association as follows:
"Selskabets formål er at udvikle nye lægemidler og nye diagnostiske redskaber samt at eje kapitalandele i datterselskaber og porteføljeselskaber".
Item 4: Election of new members to the Board of Directors
The Board of Directors proposes to elect Gail J. Maderis and Søren Gade as new members of the Board of Directors.
Reference is made to Appendix 1 for a description of the nominated candidates' qualifications and positions, including information about other executive/management functions held by the candidates in Danish and foreign companies.
In connection with the General Meeting, Steen Knudsen, Frank Knudsen, and Carani Sanjeevi will resign as members of the Board of Directors.
The Board of Directors would hereafter consist of:
- Duncan Moore
- Steve Carchedi
- Gail J. Maderis
- Søren Gade
- Magnus Persson
The adoption of the proposed resolutions set out in items 1-3 of the Agenda requires a majority of at least two thirds of the votes cast and of the voting share capital represented at the General Meeting.
The proposed resolution set out in item 4 of the Agenda may be passed by a simple majority of the votes cast.
The following information is available at the Company's premises and website www.oncologyventure.com/egm-2020 from today:
- Notice to Convene the General Meeting, including the Agenda
- Proxy and Voting by Correspondance Form
A Shareholder’s right to attend and vote at the General Meeting is conditioned upon the Shareholder being recorded by name in the Shareholders’ Register kept by Euroclear Sweden AB. Shareholders who hold shares through a depositary bank shall coordinate with their depositary bank that the Shareholders are duly authorised by name with Euroclear Sweden AB prior to the General Meeting.
The General Meeting will be conducted in English according to Section 8 of the Articles of Association.
For the General Meeting, Shareholders may vote by proxy. A proxy and voting by correspondence form is attached to this notice and can be downloaded from www.oncologyventure.com/egm-2020. Voting instructions by proxy shall be submitted by returning the proxy and voting by correspondence form, duly completed and signed, by email to firstname.lastname@example.org. Proxies shall be submitted to the Company by 6 October 2020.
Voting by Correspondence
Shareholders may - instead of voting in person at the General Meeting - choose to vote by mail, i.e. voting in writing prior to the General Meeting. A proxy and voting by correspondence form is attached to this notice and can be downloaded from www.oncologyventure.com/egm-2020. Any Shareholder who wishes to vote by mail shall submit the proxy and voting by correspondence form, duly completed and signed, by email to email@example.com. Votes delivered by mail must be submitted to the Company by 6 October 2020 and cannot be revoked.
Special circumstances due to COVID-19
The Board of Directors intends to conduct the General Meeting in a reasonable manner and with the fewest possible participants in order to comply with the recommendations and calls to take precautionary measures coming from the authorities due to COVID-19. The Shareholders are encouraged to utilize the possibility to send a proxy or vote by correspondence rather than exposing themselves and potentially others to unnecessary risks by opting for physical attendance.
Hørsholm, 21 September 2020
On behalf of the Board of Directors
- Appendix 1 - EGM Oct 2020
- Proxy and voting by correspondence form for EGM Oct 2020
- Notice to Convene EGM Oct 2020