Notice of annual general meeting in Chosa Oncology AB

The shareholders of Chosa Oncology AB, Reg. No. 559037-2271, are invited to attend the annual general meeting to be held on Friday 31 May 2024 at 1.00 p.m. at Medicon Village, in the main building the Spark, conference room Collaboraction, Scheeletorget 1, Lund, Sweden.

Right to participate and notification

Shareholders wishing to participate in the annual general meeting must:

  • partly be listed in the company’s share register kept by Euroclear Sweden AB as of Thursday 23 May 2024; and
  • partly have notified their participation no later than on Monday 27 May 2024 by post to Chosa Oncology AB, Att. Claus Frisenberg, Medicon Village AB, SE-223 81 Lund, Sweden, or by e-mail to claus@chosa.bio. The notification should specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most).

Trustee-registered shares

Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the annual general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Monday 27 May 2024. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.

Proxy etc.

If the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting. A template power of attorney is available at the company’s website (www.chosaoncology.com), and will be sent to shareholders who request it and state their address.

Proposed agenda

  1. Opening of the meeting.
  2. Election of Chairman of the meeting.
  3. Preparation and approval of the register of voters.
  4. Approval of the agenda.
  5. Election of one or two persons to confirm the minutes.
  6. Determination as to whether the meeting has been duly convened.
  7. Address by the CEO.
  8. Submission of the Annual Report and Audit Report and the Consolidated Annual Report and the Consolidated Audit Report.
  9. Resolution on

a) adoption of the profit and loss statement and balance sheet and the consolidated profit and loss statement and the consolidated balance sheet;

b) distribution of the company’s profit according to the adopted balance sheet; and

c) discharge from liability for the members of the board and the CEO.

  1. Determination of the number of board members and deputies as well as the number of auditors and deputy auditors.
  2. Determination of remuneration for the board members and the auditor.
  3. Election of board members and auditor.
  4. Resolution on authorization regarding issues.
  5. Closing of the meeting.

 

Proposed resolutions

Item 1: Election of Chairman of the meeting

The major shareholder Buhl Krone Holding ApS (the “Proposer”) proposes that lawyer Ola Grahn is elected as Chairman of the meeting.

Item 8 b): Resolution on distribution of the company’s profit according to the adopted balance sheet

The board proposes that no dividend is paid and that available funds are carried forward.

Item 9: Determination of the number of board members and deputies as well as the number of auditors and deputy auditors

The Proposer proposes that five ordinary board members, without deputies, are elected until the end of the next annual general meeting. The Proposer further proposes that one registered public accounting firm is appointed as auditor, without deputy, until the end of the next annual general meeting.

Item 10: Determination of remuneration for the board members and the auditor

The Proposer proposes that remuneration to the board shall be paid with SEK 150,000 to the Chairman of the board (unchanged since last year) for the period until the end of the next annual general meeting, and that each of the board members shall receive SEK 75,000 (unchanged since last year) for the same period. However, board remuneration shall not be paid to Claus Frisenberg Pedersen and Ulla Hald Buhl.

The Proposer further proposes that remuneration to the auditor shall be paid in accordance with customary norms and approved invoice.

Item 11: Election of board members and auditor

The Proposer proposes that Neil Goldsmith, Ingrid Atteryd Heiman, Claus Frisenberg Pedersen and Ulla Hald Buhl are re-elected as board members, that Morten Myrhøj is elected as new board member, and that Ingrid Atteryd Heiman is elected as new Chairman of the board. The current Chairman, Lars Hedbys, will resign in connection with the annual general meeting.

 

Morten Myrhøj, born 1967, has a master’s degree in business law from Aalborg University in 1993, and has 20 years of experience from the Financial sector (primary as a M&A advisor for listed companies) and 10 years of experience from real estate as CEO and owner of a mid-size real estate company. Alongside Morten has acted as business angel and financial advisor for small and mid-size Danish companies.

Other ongoing assignments include: Chairman of the board in Drosbjerg Viby J. A/S, Grønningen Strib A/S, H. N. Clausens Gade Aarhus A/S, Markedsgade Hjørring A/S, PlusEjendomme A/S and Rosenvænget Skødstrup A/S. Board member in PlusEjendomme Invest ApS, SC Administration A/S and Skøjtehaven Holding A/S. Chief Executive Officer in Skøjtehaven Holding A/S. Member of the management team in BC Gold ApS, Komplementaranpartsselskabet Sporparken, Myrhøj & Dahl ApS, Myrhøj 1 ApS, MYRHØJ ApS, MYRHØJ HOLDING ApS, MYRHØJ INVEST ApS, Skøjtehaven ApS, Skøjtehaven Byg ApS, Skøjtehaven Randers ApS, Sporparken, Randers P/S and Toffee ApS.

Morten Myrhøj holds 836,120 shares in the company, and is considered to be independent both in relation to Chosa Oncology and its management and in relation to its major shareholders.

Information on the board members who are proposed for re-election can be found in the Annual Report and on the company’s website (www.chosaoncology.com).

Furthermore, the Proposer proposes that the registered accounting firm Deloitte AB is re-elected as auditor. Deloitte AB has informed that the authorized public accountant Maria Ekelund will be appointed as the responsible auditor.

Item 12: Resolution on authorization regarding issues

The board proposes that the annual general meeting resolves to authorize the board, up until the next annual general meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to issue shares, convertibles and/or warrants.

The reason for why a deviation from the shareholders’ preferential rights should be possible is to enable the company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. To the extent that the authorization is used for an issue with deviation from the shareholders’ preferential rights, the issue shall take place on market terms.

Particular majority requirements

For valid resolution on the proposal pursuant to item 12, the proposal has to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.

Information at the annual general meeting

Shareholders present at the annual general meeting have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).

Meeting documents

Accounting documents, the complete proposals and other documents before the annual general meeting will be available at the company’s office at Medicon Village, Scheeletorget 1, SE-223 81 Lund, Sweden and at the company’s website (www.chosaoncology.com) as from no later than three weeks before the annual general meeting, and will also be sent to shareholders who request it and state their address. Copies of the documents will also be available at the annual general meeting.

Number of shares and votes in the company

As of the date of this notice to attend the annual general meeting, the total number of shares and votes in the company amounts to 70,944,146, after registration of the directed issue of shares that the board resolved upon on 3 April 2024. The company does not hold any own shares.

Processing of personal data

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

____________________

Lund in April 2024
Chosa Oncology AB (publ)
The Board of Directors


For additional information, contact:
Peter Buhl Jensen, CEO
Peter@chosa.bio
+ 45 21 60 89 22

 

This information was submitted for publication, through the agency of the contact person set out above, on 30 April 2024.

 

CHOSA in short

CHOSA Oncology AB is an oncology biotechnology company led by a proven international team with veteran specialists in oncology; drug development; running clinical trials; regulatory expertise; and business development. CHOSA intends to enter into agreements for partnership or sublicensing of LiPlaCis® and the DRP®.

 

About iCIP™

CHOSA is focused on late-stage clinical development of LiPlaCis® and its DRP® drug response predictor to which it has worldwide rights. The cisplatin DRP is the only proven test to foresee and thereby select who to treat and who will benefit from cisplatin. Breast: We have strong phase 2b data in metastatic breast cancer, demonstrating that patients selected by DRP® responded better to treatment; have longer progression-free survival; and maybe even an overall longer total survival than those patients who were identified as unlikely to respond well to the treatment.

Lung: The cisplatin DRP has previously shown its ability to foresee the value of cisplatin therapy in lung cancer. Cisplatin therapy after surgery is a gold standard that increases lung cancer cure, but not always, and until now the doctors do not know who will benefit from cisplatin and who should have something else. This is where the cisplatin DRP is a potential game changer, especially in new neoadjuvant treatment where immunotherapy obtains high efficacy rates when combined with cisplatin doubles. Cisplatin DRP was validated in a blinded retrospective study in two lung cancer patient cohorts receiving cisplatin after surgery to kill remaining tumor cells. Thus, patients with the 10% highest scores had a 3-year survival of 90% whereas the patients with the lowest 10% score had much lower survival with only 40% surviving 3 years1.

 

Immunotherapy There is a new development that adds further value to our DRP. Cisplatin has often been shown to activate the immune system (making cold tumors hot), which makes tumors susceptible to PD1 inhibitors. This synergy is particularly important but not limited to the treatment of lung cancer, bladder cancer, and head and neck cancer. In the ever-growing PD1 inhibitor market, where competition is fierce, our company stands out with the ability to predict if cisplatin will provide synergy with PD1. This can give the PD1 selling companies a significant competitive advantage.

 

1) Buhl et al PLOS One doi: 10.1371/journal.pone0194609

DRP® is a registered trademark of Allarity Therapeutics, Inc., and is used under license granted to CHOSA. LiPlaCis is in-licensed from Allarity Therapeutics Ltd (previous Oncology Venture ApS) and LiPlasome Pharma ApS.

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