Notice
Shareholders who wish to participate at the extraordinary general meeting shall on Friday 22 May 2015 be registered in the share register kept by Euroclear Sweden AB, and notify the Company at the latest at 16.00 on Monday 25 May 2015 by mail to Oasmia Pharmaceutical AB, Vallongatan 1, 752 28 Uppsala; by fax to +46 (0) 18-51 08 73 or by e-mail to info@oasmia.com, whereby the number of advisors shall be stated.
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register. Such registration must be duly effected in the share register on Friday May 22, 2015. Shareholders who wish to be represented by proxy must issue a written, dated proxy for such person. The proxy and any other authorization documents, such as registration certificates, shall be available at the general meeting. Such documentation should however also be attached to the notice to attend the meeting. For the one who wishes to be represented by proxy, the Company provides a proxy form at request and it is also available at the Company’s website, www.vivesto.com.
Proposed agenda
- Opening of the general meeting
- Election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Election of board of directors
- Resolution on authorization for the board of directors to issue shares, warrants and/or convertible instruments
- Closing of the general meeting
Proposal to resolution
Item 2 – Election of chairman of the general meeting
The nomination committee proposes Mikael Smedeby as Chairman of the meeting.
Item 7 – Election of board of directors
The nomination committee proposes that the board should consist of the following members: Julian Aleksov, Bo Cederstrand, Alexander Kotsinas, Horst Domdey, Hans Sundin and Hans Liljeblad. Julian Aleksov is proposed as the chairman of the board of directors.
Item 8 – Resolution on authorization for the board of directors to issue shares, warrants and/or convertible instruments
The board of directors proposes that the general meeting of shareholders resolves to authorize the board of directors to, on one or several occasions for the period up to the next annual general meeting of shareholders, resolve on an issue of shares, warrants and/or convertible instruments. The board of directors shall be authorized to adopt decisions on an issue of shares, warrants and/or convertible instruments with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1-3 and 5, of the Swedish Companies Act. The new shares, warrants and/or convertible instruments shall, in the event of a deviation from the shareholders’ pre-emption rights, be issued at a subscription price which connects to the stock price at the time of the issue, decreased by a market rate discount that the board of directors deems necessary (if any).
The reason that the board of directors shall be authorized to resolve on an issue with deviation from the shareholders’ pre-emption rights and/or an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to above is that the Company shall be able to issue shares, warrants and/or convertible instruments in connection with acquisitions of companies or businesses and to carry-out directed issues in order to raise capital or broaden the ownership of the Company. The board of directors shall however not be entitled to make resolutions which entail that the share capital is increased with more than SEK 1,500,000 (in addition to the increase in share capital which may arise due to a previous authorization which also is valid up to the next annual meeting of shareholders).
It is also proposed that the board, or any person appointed by the board, is authorized to make such minor adjustments to this resolution that may be necessary in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
Majority requirements
A resolution under item 8 above requires, for its validity, that a minimum of two thirds of the votes cast and the shares represented support the resolution.
Right to information
The board of directors and the managing director shall, upon request by any shareholder and where the board of directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda.
Number of shares and votes
The shares of the Company are issued in only one share class. Every share in the Company entitles to one vote at the general meeting. There are a total of 97,858,144 shares issued in the Company, which thus corresponds to a total of 97,858,144 votes.
Uppsala, May 7, 2015
The board of directors in Oasmia Pharmaceutical AB (publ)
About Oasmia Pharmaceutical AB
Oasmia Pharmaceutical AB develops new generations of drugs in the field of human and veterinary oncology. The company’s product development aims to create and manufacture novel nanoparticle formulations and drug-delivery systems based on well-established cytostatics which, in comparison with current alternatives, show improved properties, reduced side-effects, and expanded applications. The company’s product development is based on its proprietary in-house research and company patents. Oasmia is listed on NASDAQ Stockholm (OASM) and the Frankfurt Stock Exchange (OMAX, ISIN SE0000722365).