GENOVIS: COMMUNIQUÉ FROM ANNUAL GENERAL MEETING FOR GENOVIS AB (PUBL) June 9, 2011
The following decisions were adopted at the Annual General Meeting:
The balance sheet and income statement were ratified.
The Board of Directors and the CEO were discharged from liability.
The Board shall consist of six ordinary members with no alternates until the next Annual General Meeting.
Nicklas Gerhardsson, Thomas Laurell and Carina Schmidt, Fredrik Lindgren and Ebba Åsly Fåhraeus were re-elected as Board members. Jacob Engellau was elected new Board member since
Hans Göran Arlock has declined re-election. Ebba Åsly Fåhraeus was elected as Chairman of the Board.
A Nominating Committee shall be formed by 30 September 2011, and consist of representatives for the four biggest shareholders at the time, provided these shareholders are not Board members.
Guidelines for remuneration for the CEO and other leading employees were ratified in accordance with the Board’s proposal.
The Annual General Meeting resolved to change sections 4 and 5 of the Articles of Association concerning share capital and number of shares. The share capital shall comprise at the lowest
sixteen million four hundred thousand (16.400.000) SEK and at the highest sixty-five million six hundred thousand (65.600.000) SEK.
The number of shares shall be at the lowest forty-one million (41.000.000) and at the highest one hundred sixty-four million (164.000.000).
The AGM decided 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.
Nomination Committee Proposal for 2011 Board of Directors
The nomination committee for Genovis AB has notified the company that it will propose re-election of directors Ebba Åsly Fåhraeus, Fredrik Lindgren, Carina Schmidt, Thomas Laurell and Nicklas Gerhardsson to the annual general meeting on June 9, 2011.
Hans Göran Arlock has declined re-election and the nomination committee has proposed Jacob Engellau to fill this position as director. Jacob Engellau is an associate professor at Lund University, where he in his roll as the head of radiation therapy has been initiating the implementation of novel medical technology in healthcare. Jacob is currently a physician at the Department of Oncology,Skåne University and at the Department of Oncology, Finsen Center, Rigshospitalet, Copenhagen, Denmark.
The nomination committee also proposes that the Board’s current chairman Ebba Åsly Fåhraeus remains as its chairman.
This year’s nomination committee includes:
Torbjörn Fridh, chairman
Bo Håkansson
Sarah Fredriksson
René in ’t Zandt
Genovis’ annual general meeting will be held on Thursday June 9 at 5:00 p.m. in Genovis’ premises at Scheelevägen 22, Lund, Sweden. Attorney Arne Källén has been proposed to chair the meeting.
GENOVIS RIGHTS ISSUE 91% SUBSCRIBED
The preliminary outcome of Genovis’ rights issue is a subscription rate of about 91%. Existing shareholders subscribed to 67 % of the total proceeds from the share issue. The rights issue raised about SEK 18 million before issue expenses for Genovis. Statements of account are expected to be sent on May 13 2011, to allot shares subscribed without preferential rights.
Notice of Annual General Meeting of Genovis AB (publ)
Registration for the Meeting will commence at 16:30 pm.
Agenda
1. Opening of the meeting.
2. Election of chairman for the meeting.
3. Preparation and approval of voting list.
4. Approval of the agenda.
5. Election of two persons to attest to the accuracy of the minutes.
6. Decision on whether proper notice of the Meeting has been made..
7. 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.
8. The president’s speech, after which shareholders will have the opportunity to ask questions to the president, chairman of the board and the auditors.
9. 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.
10. Decisions on the number of Members and Deputy Members of the Board of Directors, who shall be appointed by the Meeting.
11. Decisions on the compensation that shall be paid to the Board of Directors.
12. Decisions on the compensation that shall be paid to the auditors.
13. Election of Chairman of the Board of Directors and other Members of the Board of Directors.
14. Appointment of Directors to the Nomination Committee and adoption of instructions for the Nomination Committee.
15. Proposals for resolution on guidelines for salary and on other remuneration for the President and other Members of the management.
16. Proposal for resolution on amendment of the Articles of Association.
17. The Board of Director’s proposal to decide upon a new share issue.
18. Other business to be addressed by the general meeting in accordance with the Swedish Companies Act or the Articles of Association.
19. Proposal that the president 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.
20. Conclusion of the Meeting
The Board of Directors’ proposals for decision
Item 16 – Amendment of the Articles of Association
The Board of Directors proposes that the paragraph 4 and 5 in the Articles of Association is amended as follows:
4. Share capital
The share capital shall comprise at the lowest sixteen million four hundred (16,400,000) SEK and at the highest sixty-five million six hundred thousand (65,600,000) SEK.
5. Number of shares
The number of shares shall be at the lowest forty-one million (41,000,000) and at the highest one hundred sixty-four million (164,000,000).
Item 18. 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.
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, June 1, 2011, and must notify Genovis of their intention to attend the Meeting no later than June 1, 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 June 1, 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 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
Documents
Accounting documents and the Audit report as well as the Nomination Committee and Board of Directors’ complete proposals will be made available at Genovis and on Genovis website no later than May 19, 2011 and will be sent to shareholders that request the Company to do so. Shareholders are reminded of their right to request information under Chapter 7, Section 32 of the Swedish Companies Act.
Lund May 10, 2011
Board of Directors
Genovis will attend several conferences in May –June 2011
Genovis will attend the ISMRM 2011 in Montreal, 7-13 May. In addition scientists from Medical Radiation Physics, Dept of Clinical Sciences Lund, Lund University Hospital will present results originating from collaboration with Genovis on multimodal nanoparticles.
Genovis nanoparticles for biomedical imaging, will be presented at the Nano Update 2011 in Helsingborg Sweden the 24th of May.
http://www.b2match.eu/update2011
Genovis will be attending the 7th Annual Monoclonal Antibody Conference in London May 19-20. The event will take place at the The Thistle City Barbican Hotel. There will be Vendor Exhibits and Genovis will have a booth displayed to serve prospective clients with required information.
http://www.visiongain.com/Conference/296/7th-Annual-Monoclonal-Antibody-Conference
Genovis CEO, Sarah Fredriksson will present the rationale behind including upconverting nanoparticles in Genovis nanoproduct portfolio on the 31 st of May at the EuroNanoForum 2011. The conference is organized in Budapest, Hungary, starting on Monday the 30th of May and ending on Wednesday the 1st.
http://www.euronanoforum2011.eu/
Genovis will show applications of its antibody modifying enzymes for mass spectrometry applications at ASMS 2011 in Denver Colorado USA, June 6-9.
New Product Release
This new antibody engineering tool is a further development of Genovis’ unique technology and is targeting pharma-, biotechnology- and diagnostic companies that develop antibody based drugs and analysis. Read more at: www.genovis.com/FragIT-Kit
INTERIM REPORT JANUARY – MARCH 2011
First quarter in brief
- Net sales rose to SEK 455k (240k).
- Loss after financial items was SEK 3,469k (loss: SEK 2,382k).
- Loss after tax was SEK 3,458k (loss: 2,327k).
- Earnings per share totaled SEK -0.08 (-0.10).
- Cash and cash equivalents at the end of the period amounted to SEK 1,008k (1,037k).
- 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 Luminab, a LUAB company, including the option to acquire the technology in its entirety.
- The extraordinary general meeting held March 28 resolved to increase share capital by a maximum of SEK 12,336,562.80 through the issue of a maximum of 30,841,407 shares. The meeting also resolved to provide an oversubscription option for 13,000,000 shares, which will be decided by the Board of Directors if the offering is oversubscribed. Following the completed share issue, share capital will amount to a maximum of SEK 28,785,313.60 and the number of shares to 71,963,284. The Company will raise about SEK 20 million before issue expenses. If the oversubscription option is exercised the share capital will amount to a maximum of SEK 33,985,313.60 and the number of shares to 84,963,284. In that case the Company will raise an additional approximately SEK 8 million.
ABOUT GENOVIS
Genovis develops and sells innovative technologies that will facilitate its customers’ preclinical* research. The products launched to date consist of nanostructures and enzymes (proteins). The company conducts research and development projects focused on design, production, and characterization of nanostructures for medical imaging, diagnostics, and delivery. The nanostructures and methods that Genovis focuses on can be used as contrast in medical imaging and as carriers of various substances in the development of new drug delivery methods. Customers are primarily found within the life sciences industry and academic research. The operation largely consists of research and development of new technology, though the company has initiated some sales over the past two years.
* Preclinical studies refer to the pharmaceutical research that takes place before the product is sufficiently documented to be studied in humans.
CEO COMMENTS
The market for biomedical imaging in preclinical research is growing. The driving force comes from a need to understand the biological processes underlying disease and to better analyze how different drug candidates affect the body all the way down to the cellular level. Based on our patent-protected nanoparticle technology we have focused so far on developing multimodal nanoparticles as contrast agents, mainly for magnetic resonance imaging combined with PET. The technique that is currently the largest on the preclinical market in number of users is optical imaging and in my opinion the new technology we acquired earlier this year represents an important strategic step that will enable us to become competitive on this market. We have included this new technology in the development process and we can already see excellent results. During the period we have worked intensively with preparing this year’s product launches from the nano portfolio.
With respect to sale of products from the protein engineering portfolio, we continue to see a clear increase in demand with distribution to even more customers. Although sales began with extremely small volumes, we see a steady increase and have now posted good sales growth for the tenth consecutive quarter. We are working purposefully with various strategies to increase sales volumes, in part by offering complementary products that we know are in demand from existing customers, in part by developing new applications aimed at new customer groups. Our increased marketing activities throughout the process are producing immediate results. After the product launches last December we added new customers and in several cases our existing customers switched to the application-specific added-value products. For example, during the period we received the first orders from two new customer groups: contract manufacturers of therapeutic antibody molecules and service companies that carry out quality control and technical analyses for biotech and pharmaceutical companies. We are about to launch another product that will enable customers to scale up volumes with high yields and shorter process times.
Since we are in the midst of an intensive phase of both product development and marketing, stable financing is essential, which is the main reason for the current rights issue.
Sarah Fredriksson, CEO
Genovis 2010 Annual Report is Published
Genovis Annual Report for 2010 is made available In Swedish on the website www.genovis.com. The Annual Report will also be available in English on April 21, 2011.
Genovis publish a new share issue prospectus
Finansinspektionen (the Swedish Financial Supervisory Authority) approved on April 4 Genovis prospectus for a new share issue with preference for existing shareholders, the subscription period is April 13 – May 6 2011. Starting Tuesday the 5 of April the prospectus will be available in Swedish on Genovis and Finansinspektionens home page.
Genovis AB (publ)
The board of directors
Report from the extraordinary general meeting of Genovis AB (publ)
The share capital in the company will increase by up to SEK 12 336 562.8 through a new share issue of up to 30 841 407 shares with preference for existing shareholders. Four (4) existing shares, will qualify for subscription of three (3) new shares at the issue price SEK 0.65.
Following the completed share issue, share capital will amount to a maximum of SEK 28,785,313.6 and the number of shares to 71,963,284. If the oversubscription option is exercised the share capital will amount to a maximum of SEK 33,985,313.6 and the number of shares to 84,963,284.
Timetable for the issue 2011
April 4 – Last trading day for the Genovis share that includes the right to participate in the new share issue.
April 7 – Record day for participation in the new share issue, i.e., shareholders listed in the Genovis share register on this day receive subscription rights for participation in the new share issue.
April 13 – May 6 – Subscription period. Subscription with preemptive rights occurs through cash payment during the subscription period. Notification of interest in subscribing can be done during the entire subscription period.
April 13 – May 3 – Rights trading.
