Notice of extraordinary general meeting in Cantargia AB (publ)
The shareholders of Cantargia AB (publ) are invited to the extraordinary general meeting on Thursday, 21 July 2022. The extraordinary general meeting will be conducted through mandatory advance voting (postal voting) pursuant to the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. Therefore, it will not be possible to attend the meeting in person or by proxy.
Notification of participation, etc.
A shareholder who would like to participate in the meeting must (i) be entered in the register of shareholders maintained by Euroclear Sweden AB by Wednesday, 13 July 2022, and (ii) announce their participation no later than Wednesday, 20 July 2022, by having submitted an advance voting form in accordance with the instructions in the section “Advance voting” below such that the company has received the advance vote no later than this date.
In order to be entitled to participate in the meeting, shareholders who have registered their shares in the name of a nominee must, in addition to announcing their intention to participate in the meeting, request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by 13 July 2022. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in such time in advance as determined by the nominee. Voting right registrations completed not later than 15 July 2022 are taken into account when preparing the register of shareholders.
The shareholders may exercise their voting rights at the meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form shall be used for advance voting. The form is available at www.cantargia.com. The advance voting form is considered as the notification of participation at the meeting. The completed voting form must be received by the company no later than Wednesday, 20 July 2022. The completed form shall be sent to Cantargia AB (publ), Scheelevägen 27, SE-223 63 Lund, Sweden. The completed form may, alternatively, be submitted electronically to firstname.lastname@example.org. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
- Election of chairman of the meeting
- Election of one or two persons to verify the minutes
- Preparation and approval of voting list
- Approval of the agenda
- Determination of whether the meeting has been duly convened
- The board of directors’ proposal on amendment of the articles of association
- Approval of the board of directors’ share issue resolution
Chairman (item 1)
The board of directors proposes that attorney-at-law Christian Lindhé or, to the extent he is prevented, the person assigned by the board, is appointed chairman of the meeting.
Persons to verify the minutes (item 2)
Lars Bruzelius and Mikael Wiberg or, to the extent both or any of them are prevented, the person or persons assigned by the board, are proposed as persons to approve the minutes. The assignment for the persons to approve the minutes includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the meeting.
Voting list (item 3)
The voting list proposed for approval under item 3 on the agenda is the voting list prepared by the company, based on the shareholders’ register and advance votes received, and verified by the persons elected to verify the minutes.
Amendment of articles of association (item 6)
The board proposes that the general meeting resolves to amend section 1 of the company’s articles of association, due to legislative changes, whereby the Swedish word “firma” is replaced with “företagsnamn”, and to, in order to adapt the articles of association in accordance with the proposal in item 7, amend sections 4 and 5 of the company’s articles of association, whereby the limits for the company’s share capital are changed to not less than SEK 5,000,000 and not more than SEK 20,000,000 and the limits for the number of shares are changed to not less than 50,000,000 and not more than 200,000,000.
The board’s proposal is conditional upon that the meeting resolves in accordance with item 7.
Approval of new share issue (items 7)
The board proposes that the general meeting resolves to approve the board’s resolution from 21 June 2022 on increase of the company’s share capital by the issuance of new shares.
The company’s shareholders shall be entitled to subscribe for the new shares with pre-emptive rights. Subscription may also be made without pre-emptive rights, as set forth in the complete issue resolution.
The record date for the right to participate in the new issue shall be 25 July 2022. Subscription for the new shares shall be made during the period 27 July 2022 – 10 August 2022.
The board shall no later than 18 July 2022 present proposals on (i) the maximum amount by which the company’s share capital shall be increased, (ii) the maximum number of shares that shall be issued and (iii) the amount payable for each new share.
For further details and information on the background to and reasons for the new issue, refer to Cantargia’s press release on 21 June 2022.
Number of shares and votes
As per the date of this notice, there are 100,192,737 outstanding shares and votes in the company. The company holds no treasury shares.
Questions and shareholders’ right to request information
If any shareholder should so request and the board of the company assesses that this can be done without significant damage to the company, the board and the CEO of the company shall provide information at the meeting about conditions that could affect the assessment of items on the agenda or the company’s financial situation. A request for such information shall be made by e-mail to email@example.com or by mail to Cantargia AB (publ), Scheelevägen 27, SE-223 63 Lund, Sweden no later than Monday, 11 July 2022. The information is provided by being made available at the company’s offices and the company’s website, www.cantargia.com, no later than Saturday, 16 July 2022. Furthermore, the information will be sent within the same time period to the shareholder who so request and provide its postal address.
Available documentation and proxy forms
Complete resolution material will be presented by being made available at the company’s offices and the company’s website, www.cantargia.com, and will be sent free of charge to all shareholders who so request and provide their postal address. The shareholders’ register for the meeting is also made available at the company. Proxy form for shareholders who wish to vote in advance by proxy is available on the company’s website and will be sent free of charge to all shareholders who so request and provide their postal address.
Processing of personal data
For information about the processing of your personal data, please refer to www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. Cantargia’s AB (publ) corporate registration number is 556791-6019 and its registered office is in Lund, Sweden.
Lund, June 2022
Cantargia AB (publ)
The board of directors
Cantargia AB (publ), reg. no. 556791-6019, is a biotechnology company that develops antibody-based treatments for life-threatening diseases and has established a platform based on the protein IL1RAP, involved in a number of cancer forms and inflammatory diseases. The main project, the antibody nadunolimab, is being studied clinically in combination with chemotherapy or immune therapy with a primary focus on non-small cell lung cancer and pancreatic cancer. Positive interim data from the combination with chemotherapy indicate stronger efficacy than would be expected from chemotherapy alone. Cantargia’s second project, the antibody CAN10, addresses treatment of serious autoimmune/inflammatory diseases, with initial focus on systemic sclerosis and myocarditis.
Cantargia is listed on Nasdaq Stockholm (ticker: CANTA). More information about Cantargia is available at www.cantargia.com.
About nadunolimab (CAN04)
The antibody CAN04 binds strongly to its target IL1RAP and functions by inducing ADCC and blocking IL-1α and IL-1β signaling. Thereby, CAN04 can counteract the contribution of the IL-1 system to the immune suppressive tumor microenvironment and development of resistance to chemotherapy. CAN04 is investigated in multiple ongoing clinical trials. In the phase I/IIa study CANFOUR, first line combination therapy is investigated with standard chemotherapies in patients with PDAC (gemcitabine/nab-paclitaxel) and patients with NSCLC (cisplatin/gemcitabine) (NCT03267316). Positive interim data for the combination therapies show durable responses in 73 patients with PDAC, resulting in median iPFS of 7.2 months and median survival of 12.7 months. Stronger efficacy was also observed in 30 NSCLC patients with median PFS of 6.8 months. A response rate of 53% was achieved, with even higher responses in non-squamous NSCLC patients previously treated with pembrolizumab. These results show stronger efficacy than expected from chemotherapy alone. CAN04 is investigated with chemotherapy also in the phase I study CAPAFOUR, with the FOLFIRINOX regimen for first line treatment of metastatic PDAC (NCT04990037), and in two further clinical studies, CESTAFOUR (NCT05116891) and TRIFOUR (NCT05181462), in additional forms of cancer, including biliary tact cancer, colorectal cancer and triple negative breast cancer. CAN04 is also evaluated with the immune checkpoint inhibitor pembrolizumab, with or without chemotherapy, in the phase I study CIRIFOUR (NCT04452214).
The CAN10 antibody binds strongly to its target IL1RAP and has a unique capability to simultaneously inhibit signaling via IL-1, IL-33 and IL-36. Inhibition of these signals can be of significant value in the treatment of several inflammatory or autoimmune diseases. The initial focus of CAN10 will be on two severe diseases: myocarditis and systemic sclerosis. In a preclinical in vivo model of myocarditis, a CAN10 surrogate antibody significantly reduced the development of inflammation and fibrosis, and significantly counteracted the deterioration of the cardiac function. CAN10 also inhibited disease development in models of systemic sclerosis, peritonitis, psoriasis and psoriatic arthritis. CAN10 is currently in late-stage preclinical development and the first clinical trial is expected to begin in early 2023.