December 9, 2020 – Shareholders in InDex Pharmaceuticals Holding AB, reg. nr 559067-6820, are hereby summoned to an Extraordinary General Meeting on Tuesday 12 January, 2021 at 10.00 a.m. (CET) through advance voting. Attendance at the meeting is only possible via postal ballot.

Information in relation to the corona virus (COVID-19)
In view of the recent developments of the spread of the corona virus (COVID-19), the board of directors has, in accordance with section 20 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations resolved to prohibit shareholders from participating in person or by proxy at the general meeting held on 12 January 2021. Shareholders may however influence the meeting by postal voting in accordance with the below.

Advance voting
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Be advised that this is the only possible way to attend and vote at the general meeting held on 12 January 2021.

A special form shall be used for advance voting. The form is available on the Company’s website, www.indexpharma.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.

The completed voting form must be submitted to the Company no later than on 11 January 2021. The completed and signed form shall be sent to the address InDex Pharmaceuticals Holding AB, Berzelius väg 13, 171 65 Solna, Sweden. A completed form may also be submitted electronically and is to be sent to: info@indexpharma.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

To be able to vote in advance shareholders must be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is 30 December 2020. Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the register of shareholders kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee well in advance of 5 January 2021, at which time the register entry must have been made. Personal data collected from the register of shareholders kept by Euroclear Sweden AB will be used for registration, preparation of register of voters for the meeting and, where applicable, minutes of the meeting.

The advance voting form (postal ballot) gives shareholders the opportunity to vote for an agenda item to be raised at a future shareholders’ meeting instead. In order for a resolution (item on the proposed agenda) to be postponed to a future shareholders’ meeting, it is required that owners of at least one tenth of all shares in the Company request it. In such cases, the Board of Directors shall determine the date of the future shareholders’ meeting, at which shareholders shall be allowed to participate in person and by proxy.

Further instructions and conditions is included in the form for advance voting.

About the meeting
The general meeting will be held on 12 January 2021, CET 10.00 at Setterwalls Advokatbyrå’s premises at Sturegatan 10, Stockholm. Shareholders may not attend in person or by proxy, physical presence at the meeting will be limited to persons that is required in order to carry out the general meeting (e.g. chairman of the meeting, keeper of the minutes and someone to verify the minutes). The board of directors has appointed attorney Marcus Nivinger to open the general meeting.

Proposed Agenda

  1. Opening of the meeting and election of chairman of the meeting;
  2. Preparation and approval of the voting list;
  3. Approval of the agenda;
  4. Election of at least one person to verify the minutes;
  5. Determination as to whether the meeting has been duly convened;
  6. Resolution to amend the Articles of association;
  7. Resolution to authorize the board of directors to issue shares with preferential rights for the shareholders;
  8. Resolution to amend the Articles of association; and
  9. Closing of the meeting.

Resolution proposed by the Board of Directors

Item 1. Opening of the meeting and election of chairman of the meeting
The board of directors proposes that attorney Marcus Nivinger is elected chairman of the meeting.

Item 2. Preparation and approval of the voting list
The board of directors proposes that the chairman of the meeting together with the verifier of the minutes shall complete the voting list based on received postal votes and the excerpt from the shareholders register.

Item 3. Approval of the agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.

Item 4. Election of at least one person to verify the minutes
The board of directors proposes that the general meeting appoints one person to verify the minutes and that Felix Jacobsen (Setterwalls Advokatbyrå) is appointed to do so.

Item 6. Resolution to amend the Articles of association
The board of directors proposes that the general meeting resolves to amend sections 1, 4, 5 and 8 in the articles of association in accordance with the below.

Current wording of section 1 in the articles of association Proposed wording of section 1 in the articles of association
§ 1 Name of the company
The name of the company is InDex Pharmaceuticals Holding AB. The company is a public company (publ).
§ 1 Name of the company
The name of the company is InDex Pharmaceuticals Holding AB. The company is a public company (publ).
Current wording of section 4 in the articles of association Proposed wording of section 4 in the articles of association
The share capital shall be not less than SEK 600,000 and not more than SEK 2,400,000. The share capital shall be not less than SEK 1,775,625.5 and not more than SEK 7,102,502.
Current wording of section 5 in the articles of association Proposed wording of section 5 in the articles of association
The number of shares shall be not less than 30,000,000 and not more than 120,000,000. The number of shares shall be not less than 88,781,275 and not more than 355,125,100.
Current wording of section 8 in the articles of association Proposed wording of section 8 in the articles of association
Notices of general meetings shall be made by announcement in the Swedish Official Gazette (Sw. Post och Inrikes Tidningar) and by making the notice available on the company’s website. At the same time as notice is given it shall be announced in Dagens Industri that a notice has been made. Shareholders wishing to participate in general meetings must be listed as shareholder in a printout or other presentation of the entire share register reflecting the cirumstances five weekdays before the general meeting and notify the company no later than the date specified in the notice of the general meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer’s Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday before the general meeting. A shareholder may be accompanied by advisors at a general meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder. Notices of general meetings shall be made by announcement in the Swedish Official Gazette (Sw. Post och Inrikes Tidningar) and by making the notice available on the company’s website. At the same time as notice is given it shall be announced in Dagens Industri that a notice has been made. Shareholders wishing to participate in shareholders’ meetings must notify the company no later than the date specified in the notice of the shareholders’ meeting. A shareholder may be accompanied by advisors at a shareholders’ meeting only if he or she notifies the company of the number of advisors in accordance with the procedure prescribed for in respect of notice of attendance to be made by a shareholder.

Item 7. Resolution to authorize the board of directors to issue shares with preferential rights for the shareholders
The board of directors proposes that the general meeting resolves to authorise the board of directors, for the period up to the next annual general meeting, to increase the Company’s share capital through issuing new shares with preferential rights for the Company’s shareholders.  Payment shall be made by cash or through payment in kind, by set-off or subject to other conditions.

Issuance by virtue of the authorization can include no more than as many shares that can be issued without changing the, at the time of the issue, adopted articles of association. The purpose of the authorization is to enable a capital raise in the Company as efficiently as possible to enable further business development of the Company’s business.

Item 8. Resolution to amend the Articles of association
The board of directors proposes that the general meeting resolves to amend sections 4 and 5 in the articles of association in accordance with the below.

Amended wording of section 4 in the articles of association in accordance with the general meeting’s decision in accordance with item 6 on the agenda (current wording) Proposed wording of section 4 in the articles of association
The share capital shall be not less than SEK 1,775,625.5 and not more than SEK 7,102,502. The share capital shall be not less than SEK 4,400,000 and not more than SEK 17,600,000.
Amended wording of section 5 in the articles of association in accordance with the general meeting’s decision in accordance with item 6 on the agenda (current wording) Proposed wording of section 5 in the articles of association
The number of shares shall be not less than 88,781,275 and not more than 355,125,100. The number of shares shall be not less than 220,000,000 and not more than 880,000,000.

 

Amendement of the articles of association in accordance with item 8 on the agenda is conditional upon the general meeting resolving on the amendments of the articles of association in accordance with item 6 on the proposed agenda and the authorization in accordance with item 7 on the proposed agenda as wall as on the board resolving to issue shares by virtue of the authorization in accordance with item 7 on the proposed agenda resulting in the total number of outstanding shares in the Company after the issue  exceeds the maximum limits set by the articles of association in accordance with item 6 on the proposed agenda (i.e. that the total number of shares in the Company at full subscription in an issue by virtue of the authorization in accordance with item 7 on the propsed agenda exceeds 355,125,100 shares and that the share capital exceeds SEK 7,102,502).

Majority requirements
A resolution in accordance with items 6, and 8 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

Number of shares and votes in the company
The total number of shares in the company at the time of issuance of this notice is 88,781,275. The company does not hold any of its own shares.

Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) and section 23 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations the board of directors and the managing director are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence. Any such request shall be sent to the company in writing no later than ten days prior to the general meeting. The request shall be sent to the company’s address: InDex Pharmaceuticals Holding AB, Berzelius väg 13, SE-171 65 Solna, Sweden or via email to: info@indexpharma.com. If such request can be met without material damage to the company the information will be sent to the shareholder who requested the information and be kept available in written form at the company’s premises no  later than five days prior to the general meeting.

Documentation
Complete proposals and other documents to be kept available pursuant to the Swedish Companies Act will be kept available at the company’s office not later than two (2) weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company’s website www.indexpharma.com. All the above mentioned documents will also be presented at the general meeting.

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Stockholm, December 2020

 

Offical version of notice to attend the Extraordinary General Meeting

The official version of the notice to attend the Extraordinary General Meeting is in the Swedish language and available for download at www.indexpharma.com

The Board of Directors

 

For more information:
Peter Zerhouni, CEO
Phone: +46 8 122 038 50
E-mail: peter.zerhouni@indexpharma.com

InDex Pharmaceuticals in brief
InDex is a pharmaceutical development company focusing on immunological diseases where there is a high unmet medical need for new treatment options. The company’s foremost asset is the drug candidate cobitolimod, which is in late stage clinical development for the treatment of moderate to severe active ulcerative colitis – a debilitating, chronic inflammation of the large intestine. InDex has also developed a platform of patent protected discovery stage substances, so called DNA based ImmunoModulatory Sequences (DIMS), with the potential to be used in treatment of various immunological diseases.

InDex is based in Stockholm, Sweden. The company’s shares (ticker INDEX) are traded on Nasdaq First North Growth Market Stockholm. Redeye AB with e-mail certifiedadviser@redeye.se and phone number +46 8 121 576 90 is the company’s Certified Adviser. For more information, please visit www.indexpharma.com

Publication
The information was submitted for publication through the agency of the contact person set out above at 18:30 CET on December 9, 2020.