Notice of Annual General Meeting of Genovis AB (publ)
Agenda
- Opening of the meeting.
- Election of chairman for the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of two persons to attest to the accuracy of the minutes.
- Decision on whether proper notice of the Meeting has been made.
- Presentation of the annual report and the auditors’ report, as well as of the consolidated financial statements and the auditors’ report for the Genovis Group.
- The president’s speech, after which shareholders will have the opportunity to ask questions to the president, chairman of the board and the auditors.
- Resolutions regarding: a. Adoption of the income statement and the balance sheet for the parent company, as well as of the consolidated income statement and the consolidated balance sheet for the Genovis Group. b. Disposition of Genovis’ profit/loss in accordance with the approved balance sheet. c. Discharge from liability of the Members of the Board of Directors and the President.
- Decisions on the number of Members and Deputy Members of the Board of Directors, who shall be appointed by the Meeting.
- Decisions on the compensation that shall be paid to the Board of Directors.
- Decisions on the compensation that shall be paid to the auditors.
- Election of Chairman of the Board of Directors and other Members of the Board of Directors.
- Appointment of Directors to the Nomination Committee and adoption of instructions for the Nomination Committee.
- Proposals for resolution on guidelines for salary and on other remuneration for the President and other Members of the management.
- Proposal for resolution on amendment of the Articles of Association p 4.
- Proposal for resolution on amendment of the Articles of Association p 5.
- Proposal regarding reverse share split.
- The Board of Director’s proposal to decide upon a new share issue.
- Share issue authorization to the Board of Directors.
- Other business to be addressed by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
- Proposal that the CEO or those appointed by the Board shall be authorised by the Meeting to make the minor amendments to the Annual General Meeting’s resolutions that may prove necessary in relation to registration at the Swedish Companies Registration Office.
- Conclusion of the Meeting
Item 16 – Board proposal for resolution on reduction of share capital
The Board proposes that the Meeting resolves to reduce the company’s share capital by 24,925,363.2 SEK to 2,769,484.8 SEK in accordance with the Companies Act, chapter 20, § 1 p1. This reduction means that the par value per share decreases from 0.40 kronor to 0.04 kronor.
4 Share capital
The share capital shall comprise at the lowest two million four hundred thousand (2,400,000) SEK and at the highest nine million six hundred thousand (9,600,000) SEK.
A resolution under paragraph 16 requires that the resolution supported by shareholders representing at least two thirds of the votes cast and the shares represented.
Item 17 – Amendment of the Articles of Association p.5
To enable the consolidation of the Company’s shares proposed in paragraph 18, the Board proposes that the Meeting resolves that the number of shares pursuant to section 5 of the Articles of Association are amended accordingly.
5. Number of shares
The number of shares shall be at the lowest six million (6,000,000) and at the highest twenty-four million (24,000,000).
A resolution under paragraph 17 requires that the resolution supported by shareholders representing at least two thirds of the votes cast and the shares represented.
Item 18 – Board proposal regarding reverse share split
The number of shares shall be reduced by shares added up 1:10, which means that 10 shares are consolidated into one share. The record date for the reverse split will be 10 April 2012. The Board proposed to be authorized to amend the date of the record and take the other actions required in the aggregation mixture implementation.
Decisions under the proposal may be enforced only on the condition of an agreement reached with one or more shareholders that they will free of charge by Euroclear Sweden AB provide those shareholders whose holdings are not evenly divisible by 10, so many shares that their respective shareholdings are evenly divisible by 10.
After the reverse split is implemented, the number of shares to reduce from 69,237,120 to 6,923,712 which would imply a ratio value of 0.4 SEK / share after the reverse split.
A resolution under paragraph 18 requires that the resolution supported by shareholders representing at least two thirds of the votes cast and the shares represented.
Item 19a – The Board of Director’s proposal to decide upon a new share issue.
The board proposes that the AGM decides upon a new share issue with preemptive rights for current shareholders, at which two existing share give right to the subscription of one new share at issue price of SEK 3:50 per share. The share capital will at the most rise by SEK 1,384,742.4 by the issuing of new shares to a maximum of 3,461,856 at full subscription. The share issue results in a dilution effect of 33%.
In the event that all shares are not subscribed with subscription rights, the Board will decide that allotment will occur subject to the maximum amount of the Offering. The Board will primarily allot shares to persons that have subscribed for shares based on subscription rights, pro rata in proportion to their subscription with support of subscription rights, and secondly to persons that have applied for subscription without subscription rights, pro rata in proportion to their stated interest.
Following the completed share issue the share capital will amount to, at the maximum, SEK 4,154,227.2 and the number of shares to 10,385,568. The company receives SEK 12.1 million before costs for the share issue.
The issue is fully guaranteed by written subscription agreements and guarantees. Subscription commitments amounting to 22.3% of the subscription amount. Guarantees submitted by Genovis principal owner Mikael Lönn and LMK Ventures AB.
Timetable for new issue
April 16, 2012 Last trading day for Genovis share, including subscription rights for new issue.
April 19, 2012 Record date for participation in the new issue; shareholders registered in Genovis’ share register on this day receive subscription rights for participation in the new issue.
April 25 – May 10, 2012 Subscription period. Subscription with preferential rights through cash payment during the subscription period. Shareholders may report their intention to subscribe throughout the subscription period.
The decision requires an amendment of Association p.4 and p5.
Ithem 19b
The Board proposes to the AGM to decide on a share issue directed to LMK Ventures AB.
The share capital will at the most rise by SEK 580,000 by the issuing of new shares to a maximum of 1,450,000 at full subscription. Allocation shall be made on condition that the new share issue in ithem19a is fully subscribed. The Board allocates the shares in the rights issue within the maximum amount and the issue price will be SEK 3.50 in compliance with the rights issue in ithem 19a.
Subscription of new shares shall be made during the period from May 10, 2012 to and including May 20 2012. The new shares shall entitle to dividend from the financial year 2012.
The reason for the deviation from the shareholders preemptive right is to address the interest of LMK Ventures Ltd in the previous issue.
The decision requires an amendment of Association p.4 and p5.
Item 20 Share issue authorization
The Board proposes that the Meeting resolve to grant authorization to the Board, for a period that does not extend past the date of the next Annual General Meeting, on one or several occasions, with or without pre-emptive rights for shareholders, to resolve on the issue of new shares, convertibles or subscription options. It should also be possible to make such an issue resolution stipulating cash payment and/or stipulating payment in kind or set-off or otherwise with conditions. The issue price for the new shares shall, in each instance, be set as close as possible to the market price of the Company’s share. As a result of this authorization, share capital could increase by a maximum of SEK 1,600,000 through the issuance of 4,000,000 new shares at full subsciption.
A resolution under paragraph 16 requires that the resolution supported by shareholders representing at least two thirds of the votes cast and the shares represented.
The decision requires an amendment of Association p.4 and p5.
Participation
To be entitled to participate in the business of the Meeting, shareholders must be recorded in the register of shareholders maintained by Euroclear Sweden AB (former VPC AB, the Swedish Securities Register Center) no later than, March 14, 2012, and must notify Genovis of their intention to attend the Meeting no later than March 14, 2012.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected March 14, 2012.
Shareholders are requested to inform their nominees well in advance of this date.
Notification
- mail to GENOVIS AB (publ), Box 270, 220 07 Lund
- telephone +46 (0)46-10 12 30
- fax +46 (0)46-12 80 20
- e-mail: info@genovis.com
When registering, shareholders should state their:
- name/company name
- personal identification or corporate identity number
- address, telephone number
- name and personal identification number of any representatives
- name of the attendance of any assistants
Documents
The proposal regarding the decision to issue and authorizing the Board of Directors to increase share capital will be available from February 28, 2012 and sent to shareholders who so request and state their address.
Accounting documents and the Audit report as well as the Nomination Committee and Board Board of Directors’ complete proposals will be made available at Genovis and on Genovis website no later than March 6, 2012 and will be sent to shareholders that request the Company to do so.
Lund February 20, 2012
Board of Directors
YEAR-END REPORT JANUARY-DECEMBER 2011
· Net sales climbed to SEK 2,856k (1,596k)
· Revenues from the protein portfolio increased by 160%
· Loss after financial items was SEK 13,758k (loss: 11,334k)
· Comprehensive income for the year was SEK -13,608k (-11,292k)
· Earnings per share SEK -0.20 (-0.33)
· Cash and cash equivalents at the end of the period totaled SEK 7,563k (4,074k)
In February, Genovis acquired an exclusive license for a new technology that uses so-called upconverting nanoparticles as contrast agents in optical biomedical imaging. Genovis acquired the license from Lumito, a LUAB company, including an option to acquire the technology in its entirety.
In April, Genovis launched the FragIT™ Kit, a scalable and efficient technology for producing antibody fragments with extremely high yield and short process time. The product is a further development of Genovis’ unique technology and targets customers in pharmaceutical, biotech and diagnostics companies that develop antibody-based drugs and analyses.
Revenues improved during all four quarters compared with the same period last year and showed an increase on a rolling twelve month basis of between 80 and 100% over the year compared with 2010, which is a higher growth rate than the company had achieved between 2010 and 2009. Major pharmaceutical companies and several of the leading biotechnology companies that develop drugs based on antibody molecules became Genovis customers during the year. Several of these companies have published scientific papers demonstrating the benefits of Genovis products or in which Genovis products had a decisive role in the development process.
During the spring Genovis completed a rights issue that was subscribed at over 90% and raised about SEK 18m before issue expenses.
Events after the end of the period
The first scientific article from the Sentinel Node project has been published in the Journal of Nuclear Medicine, a highly ranked journal in its field and a forum for the exchange of clinical and scientific information for nuclear medicine practitioners.
The Board of Directors of Genovis has decided to hold the Annual General Meeting earlier on March 20, 2012. On February 21 the notice convening the AGM will appear in Post och Inrikes Tidningar and an ad will be published in Dagens Industri.
The Interim Report for January-March, which would have been announced on April 26, was postponed, and the new publication date is May 22. The Interim Report for January-June, which was to be announced on August 23, was postponed and the new publication date for the report is September 6.
Genovis’ nanoparticle project published in prestigious Journal of Nuclear Medicine
“The Sentinel Node project is a long-term project and it is wonderful to see the first results now published, which is proof of its scientific merit and newsworthiness. We appreciate the interdisciplinary partnership with Lund BioImaging Center and the Department of Medical Radiation Physics. It provides us with an opportunity to test our nanostructures in a project backed by extremely concrete clinical support together with highly qualified, internationally recognized researchers. Publication also improves the visibility of our technology in the market. Earlier in January one of our customers published a stem cell study in which Genovis’ nanostructures make it possible to follow the stem cells with medical imaging. The momentum provided by references like these make it exciting to work with business development for the nano portfolio,” says Sarah Fredriksson, CEO of Genovis AB.
The Journal of Nuclear Medicine
The Sentinel Node project is interdisciplinary and the goal for Genovis is to produce a multimodal particle that will be used to diagnose (using medical imaging) extremely small tumors that may quickly spread to nodes, as seen in breast cancer and melanoma. Tumor cells are spread via the lymphatic system according to a certain pattern. The first lymph node to receive this drainage is the “gatekeeper” or “sentinel” node — which is also the name of the development project that Genovis is conducting in collaboration with the Department of Medical Radiation Physics at Lund University. During the period the project focused on how much sentinel node imaging can be improved by optimizing the design of the nanostructures. The final goal of the project is to produce a contrast agent that can be used both for diagnostics and as an aid during surgery. The project is financed by the Swedish Research Council and LMK Industri AB.
Date change for Annual General Meeting and reports
The Board of Directors of Genovis AB (publ) has decided to hold the Annual General Meeting earlier on March 20, 2012. The notice convening the AGM will appear in Post och Inrikes Tidningar and an ad will be published in the newspaper Dagens Industri on February 21.
The Interim Report for January-March, which was to be announced on April 26, will be postponed. The new publication date for the report is May 22.
The Interim Report for January-June, which was to be announced on August 23, will also be postponed. The new publication date for the report is September 6.
Genovis AB nomination committee appointed
Mikael Lönn, holdings 22,26%
Jörgen Wettbo represents 4,44%
Torbjörn Fridh, holdings 3,11%
Hans-Göran Arlock, holdings 1,26%
The nomination committee represents 31,07% of the total number of votes in the company.
The AGM will be held on May 24, 2012 at 5:00 PM in Genovis facilities at Scheelevägen 22 in Lund, Sweden.
Interim Report January-September 2011
· Loss after financial items was SEK 9,803k (loss: 8,023)
· Loss after tax was SEK 9,771k (loss: 7,991)
· Earnings per share increased to SEK -0.14 (-0.19).
· Cash and cash equivalents at the end of the period amounted to SEK 11,035k (7,125)
· All top ten pharma companies are paying customers.
· Major pharmaceutical companies have published scientific results in which Genovis products played an important role.
· The Extraordinary General Meeting in July elected Kenth Petersson to serve as a new board member.
ABOUT GENOVIS
Genovis has a strong product portfolio of innovative technologies that can facilitate and improve production of antibody-based drugs. The technology offers customers who use mass spectroscopy (MS), an analytical technique to determine the chemical composition of substances such as proteins and peptides, more cost-effective quality control. These customers, who currently include the top ten pharma companies, several well-known biotech enterprises and academic groups, mainly work with drug discovery, new diagnostic methods, and basic research.
Genovis has developed cutting-edge expertise in coating and functionalization of nanoparticles and conducts research and development projects focused on design, production, and characterization of nanostructures such as contrast agents in medical imaging. The nanostructures and methods that Genovis focuses on can also be used as carriers of various substances in the development of new drug delivery methods. The life sciences industry and the academic research community comprise the target group for commercialization.
CEO COMMENTS
The third quarter developed favorably with several new customers and an increase in the average value of orders. All in all the result was our best quarter to date. All top ten pharma companies and several leading biotech companies are now Genovis customers. It is gratifying to note that interesting scientific articles, in which our customers describe how they are using our products to develop new methods for quality control and analysis of monoclonal antibodies, were also published during this period. Such publications are the best marketing Genovis can have and it is extremely rewarding to meet customers and discuss their results and future product concepts.
Our goal is to offer the formats that customers need in order to implement the new analyses on all levels: from screening of new pharmaceutical substances to quality control in production. My assessment is that we are still in an early phase when customers are testing the technology and comparing it with the standard analyses they are currently using. The products in our protein engineering portfolio have great potential if the new analyses become “state of the art” in the industry and naturally that is what we are aiming at right now.
In January Genovis bought a license for a new type of optical technology, known as upconverting nanoparticles. We have now made good progress toward integrating the technology into our nano portfolio. We have applied our technology to coat nanostructures with a biocompatible surface and tests in cells are now in progress. We are satisfied with developments so far, with good test results and the project is also on schedule. Development of nanoparticles as contrast agents in stem cell research and cell transplantation has now progressed to a testing phase by reference customers. Activity in the sentinel node project has increased in all modalities—MRI, PET/SPECT and ultrasound—and we expect the first scientific publications from this interdisciplinary development project shortly.
Sarah Fredriksson
CEO
Half-Yearly Report January-June 2011
· Net sales climbed to SEK 1,030k (558k)
· Loss after financial items was SEK 6,784k (loss: 5,148k)
· Loss after tax was SEK 6,763k (loss: 5,127k)
· Earnings per share totaled SEK -0.10 (-0.12)
· Cash and cash equivalents at the end of the period amounted to SEK 14,161k (11,863k)
Other events during the quarter
· Genovis conducted a rights issue during the period that was subscribed to more than 90% and provided the company with about SEK 18 million.
· Genovis launched the FragIT™ Kit, a scalable and efficient technology for producing antibody fragments with extremely high yield and short process time. The product is a further development of Genovis’ unique technology and targets customers in pharmaceutical, biotech and diagnostics companies that develop antibody-based drugs and analyses.
· Hans-Göran Arlock left the Board of Directors at the annual meeting of shareholders and was replaced by Jacob Engellau, associate professor at Lund University stationed at both Skåne Oncology Department, Lund University, and the Oncology Department at Finsencentret, Copenhagen University Hospital.
· During the period Genovis customers published numerous scientific publications demonstrating the benefits of Genovis products from the protein portfolio.
Other events after the end of the period
Fredrik Lindgren declined election at the Extraordinary General Meeting in July, and Kenth Petersson was elected to serve as a new Board member. Mr. Petersson is chairman of the board at AlphaBeta AB, Biocrine AB, Spiber Technologies AB and Science Pacific AB. He is a board member of Alligator Bioscience AB and BioInvent AB.
ABOUT GENOVIS
Genovis develops and sells innovative technologies from two unique product portfolios. The first involves nanotechnology in new contrast agents and the second consists of unique enzymes that facilitate development and quality control of drugs. Research and development have largely dominated the company’s business activities, but over the past two years commercialization has begun. Today, sales and customer-based development projects account for an increasingly important part of business. The customers are mainly biotechnology and pharmaceutical companies and research groups associated with universities. By combining direct sales with marketing through a few distributors in the US and Europe, Genovis sells products to customers in the global Life Science industry. Research and development projects are mainly in-house in the company’s facilities in Lund and Malmö, as well as collaborations with research groups at Lund University.
COMMENTS FROM THE CEO
One year ago we launched products specifically designed for an application, a kit with products for analysis of antibodies using mass spectroscopy. We chose to do so to become more focused in our marketing strategy. We shifted from only offering our enzymes to offering customized products and protocols to biotechnology and pharmaceutical companies. Now a year later, we see the results of this strategy – not only in terms of sales, but also in terms of scientific publications from our customers. During the first half of the year, in just a short time period our customers published three scientific articles showing that Genovis products open opportunities for completely new technologies, which in turn increase the speed and quality of the customer’s analyses. In June we presented our products at the 59th ASMS Conference on Mass Spectrometry & Allied Topics, the biggest conference and meeting place for all mass spectroscopy users and developers. Our customers also presented papers at the conference showing the high performance of our products compared with competing technologies. Interest in and attention to our products has grown and naturally serves as an extremely welcome enhancement of our marketing.
I am pleased with the progress of our internal development projects and look forward to the commercialization of products from the nanotechnology portfolio and new applications from the protein portfolio this autumn. We have chosen to prioritize our resources by focusing on one defined application at a time when launching products from the nanotechnology portfolio. The first product group to be launched involves nanoparticles as contrast agents to track cells in preclinical stem cell research.
The collaboration within the LUPAS EU project submitted the first report to the EU. A summary of the results is available at the project website, www.amyloid-lupas.com. The project is inherently interdisciplinary and, although the research is at an early stage, the project has already provided Genovis with a unique opportunity to apply our technology and to learn about the use of nanostructures as contrast agents. We also gain insight into what tools are greatly needed in preclinical research.
During the second quarter Genovis raised funds in a rights issue. With this infusion of capital we can meet our customer obligations and continue to drive our development projects toward established goals during the coming year. We would like to thank all of our shareholders, existing and new, for their confidence. It means so much to our business.
Sarah Fredriksson, CEO
GENOVIS: COMMUNIQUÉ FROM EXTRA GENERAL MEETING, JULY 21, 2011
The following decisions were adopted at the Extra General Meeting:
The Board shall consist of six ordinary members with no alternates until the next Annual General Meeting.
Nicklas Gerhardsson, Thomas Laurell, Carina Schmidt, Jacob Engellau and Ebba Åsly Fåhraeus were re-elected as Board members. Fredrik Lindgren has declined election and Kenth Petersson was elected new Board member. Ebba Åsly Fåhraeus was re-elected as Chairman of the Board.
Kenth Petersson (b 1956)
BA
Other board assignments: Chairman of the Board in AlphaBeta AB, Biocrine AB, Spiber Technologies AB and Science Pacific AB. Member of the Board in Alligator Bioscience AB and BioInvent AB.
Notice of Extra General Meeting of Genovis AB (publ)
Shareholders of GENOVIS AB (publ) are hereby summoned to an Extra General Meeting (EGM) to be held on July 21, 2011, at 5:00 p.m. at Scheelevägen 22, Lund, Sweden.
Participation
To be entitled to participate in the business of the Meeting, shareholders must be recorded in the register of shareholders maintained by Euroclear Sweden AB (former VPC AB, the Swedish Securities Register Center) on July 15, 2011, and must notify Genovis of their intention to attend the Meeting no later than July 15, 2011.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through the trust department of a bank or similar institution must, in order to be entitled to participate in the Meeting, request that their shares are temporarily re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB. Such registration must be effected, July 15, 2011.
Shareholders are requested to inform their nominees well in advance of this date.
Notification
- mail to GENOVIS AB (publ), Box 270, 220 07 Lund
- telephone +46 (0)46-10 12 30/38
- fax +46 (0)46-12 80 20
- e-mail: info@genovis.com
When registering, shareholders should state their:
- name/company name
- personal identification or corporate identity number
- address, telephone number
- name and personal identification number of any representatives
- name of the attendance of any assistants
Agenda
- Opening of the meeting.
- Election of chairman for the meeting.
- Preparation and approval of voting list.
- Approval of the agenda.
- Election of two persons to attest to the accuracy of the minutes.
- Decision on whether proper notice of the Meeting has been made.
- Decisions on the number of Members and Deputy Members of the Board of Directors, who shall be appointed by the Meeting.
- Election of Members of the Board of Directors.
- Conclusion of the Meeting.
Shareholders are reminded of their right to request information according to Chapter 7, § 32
Lund July, 2011
Board of Directors, Genovis AB
Genovis has a new majority owner
The company announced today that Mikael Lönn acquired 15,414,931 shares in Genovis from Farstorp Invest. The holdings represent 22% of the share capital and votes in Genovis.
