The board of directors hereby convene the annual general meeting of Initiator Pharma A/S (the "Company") for Friday, 23 May 2025, at 10:00 AM CEST at the office of DLA Piper Denmark, Oslo Plads 2, 2100 Copenhagen OE, Denmark.
Agenda
The agenda of the annual general meeting is the following:
- Appointment of chairman of the meeting.
- The board of directors’ report.
- Adoption of the annual report.
- A resolution to distribute the profit or cover the loss according to the adopted annual report.
- Approval of the remuneration of the board of directors.
- Election of members to the board of directors.
- Appointment of auditor.
- Any proposals received.
- Renewal of Remuneration Policy 2022
- Presentation and advisory vote on the Remuneration Report 2024.
- Proposal from the board of directors to amend the authorisation to conduct capital increase with pre-emption rights in article 4a of the Company’s articles of association.
- Proposal from the board of directors to amend the authorisation to conduct capital increase without pre-emption rights in article 4b of the Company’s articles of association.
- Authorisation to the chairman of the meeting.
- Any other business.
Complete proposals
Re item 1 Appointment of chairman of the general meeting.
The board of directors will propose a candidate for chairman of the general meeting at the annual general meeting.
Re item 2 The board of directors’ report.
The board of directors proposes that the general meeting takes note of the board of directors’ report on the Company’s activities in the past financial year.
Re item 3 Adoption of the annual report.
The board of directors proposes that the general meeting adopts the annual report.
Re item 4 A resolution to distribute the profit or cover the loss according to the adopted annual report.
The board of directors proposes that the loss for the year as recorded in the annual report for 2024 as adopted by the general meeting be carried forward to next year.
Re item 5 Approval of the remuneration of the board of directors.
The board of directors proposes that chairman of the board of directors should receive 220,000 DKK and that ordinary board members should receive 90,000 DKK.
CEO Claus Olsen has informed the Company that he will waive his remuneration as board member if he is re-elected to the board of directors.
Re item 6 Election of members to the board of directors.
The board of directors proposes to re-elect noting that Henrik Moltke had declared that he is not available for re-election:
- Magnus Persson
- Annette Colin
- Peter Holm
- Gunilla Ekström
- Claus Olesen
In addition, the board of directors proposes the election of Göran Ando as a new member of the board of directors. Enclosed as Appendix 1 is the curriculum vitae of Göran Ando for the review of the board.
Re item 7 Appointment of auditor.
The board of directors proposes that Deloitte Statsautoriseret Revisionspartnerselskab be re-appointed as the Company’s auditor.
Re item 8 Any proposals received
The board of directors recommends that the general meeting take a position on the following proposals.
Re item 8.1 Renewal of Remuneration Policy
The board of directors proposes that the Remuneration Policy 2022 be re-adopted by the General Meeting. The Board believes that the Policy remains accurate and can therefore be re-adopted as is. The Remuneration Policy is enclosed as Appendix 2.
Re Item 8.2 Presentation and advisory vote on the Remuneration Report for 2024
The board of directors proposes that the Remuneration Report 2024 is adopted by the general meeting by advisory vote. The Remuneration Report 2024 is available on the Company’s website at https://www.initiatorpharma.com/en/investors/reports-and-presentations/.
Re item 8.3 Proposal from the board of directors to amend the authorisation to conduct capital increase with pre-emption rights in article 4a of the Company’s articles of association
The board of directors proposes that the general meeting extends the authorisation in article 4a in the Company’s articles of association until 2030.
The board of directors proposes to update article 4a in the articles of association with the following (the Danish text prevails):
| Bestyrelsen er bemyndiget til i tiden indtil den 23. maj 2030 at træffe beslutning om at forhøje selskabskapitalen ad en eller flere omgange med op til nominelt DKK 2.354.093,910 med fortegningsret for eksisterende kapitalejere. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld. Bestyrelsen fastsætter kursen, som kan være til eller under markedskurs.For alle nye kapitalandele udstedt i henhold til bemyndigelsen skal i øvrigt gælde de samme regler som for de hidtidige kapitalandele. Kapitalandele skal være noteret på navn i selskabets ejerbog og være omsætningspapirer. Kapitalandele skal være underkastet de samme regler om fortegningsret, stemmeret, omsættelighed og indløselighed som de hidtidige kapitalandele. De nye kapitalandele skal indbetales fuldt ud. Bestyrelsen træffer beslutning om de øvrige vilkår for kapitalforhøjelserne. | The board of directors is authorised until the period ending 23 May 2030, at one or more times, by resolution of the board of directors to increase the share capital with up to nominal DKK 2,354,093.910 with pre-emptive subscription rights for the Company’s existing shareholders. Capital increases may be carried out by way of cash contribution, contribution in kind or debt conversion. The board of directors determines the subscription price that may be set at market value or at a price below market value.All new shares issued pursuant to the authorization shall be subject to the same rules as the existing shares. The shares shall be registered in the name of the holder in the register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights, negotiability and redeemability as the existing shares. The new shares shall be fully paid-up. The board of directors shall determine the remaining terms for the capital increases. |
Reference is made to the amended articles of association, see Appendix 3 (only in Danish).
Re item 8.4 Proposal from the board of directors to amend the authorisation to conduct capital increase without pre-emption rights in article 4b of the Company’s articles of association.
The board of directors proposes that the general meeting extends the authorisation in article 4b in the Company’s articles of association until 2030.
The board of directors proposes to update article 4b in the articles of association with the following (the Danish text prevails):
| Bestyrelsen er bemyndiget til i tiden indtil den 23. maj 2030 at træffe beslutning om at forhøje selskabskapitalen ad en eller flere omgange med op til nominelt DKK 1.177.047,06 uden fortegningsret for eksisterende kapitalejere. Kapitalforhøjelser kan ske ved kontant betaling, apportindskud eller konvertering af gæld til favørkurs. For alle nye kapitalandele udstedt i henhold til bemyndigelsen skal i øvrigt gælde de samme regler som for de hidtidige kapitalandele. Kapitalandele skal være noteret på navn i selskabets ejerbog og være omsætningspapirer. Kapitalandele skal være underkastet de samme regler om fortegningsret, stemmeret, omsættelighed og indløselighed som de hidtidige kapitalandele. De nye kapitalandele skal indbetales fuldt ud. Bestyrelsen træffer beslutning om de øvrige vilkår for kapitalforhøjelserne. |
The board of directors is authorised until the period ending 23 May 2030, at one or more times, by resolution of the board of directors to increase the share capital with up to nominal DKK 1,177,047.06 without pre-emptive subscription rights for the Company’s existing shareholders. Capital increases may be carried out at least at a favourable price by way of cash contribution, contribution in kind or debt conversion.All new shares issued pursuant to the authorization shall be subject to the same rules as the existing shares. The shares shall be registered in the name of the holder in the register of shareholders and shall be negotiable instruments. The shares shall be subject to the same rules on pre-emption rights, voting rights, negotiability and redeemability as the existing shares. The new shares shall be fully paid-up. The board of directors shall determine the remaining terms for the capital increases. |
Reference is made to the amended articles of association, see Appendix 3 (only in Danish).
Re. item 8.5 Authorisation to the chairman of the meeting
The board of directors proposes to authorise the chairman of the meeting (with a right of substitution) on behalf of the Company to apply to the Danish Business Authority or other authorities for registration of the resolutions passed by the general meeting and in this connection to make any such amendments to the documents prepared for such resolutions that may be required for registration with the Danish Business Authority.
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Draft amended articles of association are enclosed as Appendix 3 to the complete proposals and is available on the Company’s website https://www.initiatorpharma.com/en/governance/general-meetings/.
General information
At the date of this notice, the Company's nominal share capital amounts to DKK 5,896,626.90 divided into 56,158,361 shares of nominal DKK 0.105 each. Each share of DKK 0.105 entitles the holder to one vote at the general meeting.
The annual general meeting will be held as a physical meeting only and no food will be served in connection with the meeting.
Requirements for adoption
Items 3-8.2 and at the general meeting must be approved by a simple majority of votes, see section 105 of the Danish Companies Act. However, item 5 in only an advisory vote.
Item 8.3 considered at the general meeting must be approved by qualified majority of votes cf. section 106 of the Danish Companies Act.
Item 8.4 considered at the general meeting must be approved by at least nine-tenths of the votes cast as well as at least nine-tenths of the share capital represented at the general meeting, see section 107(2), no. 1 of the Danish Companies Act
1 The Company's website
This notice to the general meeting including appendixes, the remuneration report for the financial year 2024, the Company’s annual report for 2024, information about the total number of shares and voting rights on the date of this notice together with information about proxy, postal voting and registration forms for ordering an entry card, will be made available to the shareholders on the Company's website, https://www.initiatorpharma.com/en/governance/general-meetings/ from 7 May 2025.
This notice has also been published via Nasdaq Copenhagen A/S and the Company's website as well as by e-mail to the shareholders having so requested.
2 Date of registration
The shareholders will be entitled to exercise the right to vote attaching to the shareholders' shares, by attendance at the Company's general meeting or by post pro rata to their shareholding at the date of registration, which is one week before the general meeting.
The date of registration is Friday, 16 May 2025.
The shareholding of each individual shareholder will be determined at the end of the date of registration on the basis of the number of shares held by the shareholder according to the register of shareholders as well as any notice of ownership received by the Company for the purpose of registration in the register of shareholders, but not yet been registered. In order to be registered in the register of shareholders and included in the calculation, notices of shareholdings must be documented by a transcript from VP Securities A/S or other similar documentation. This documentation must be received by the Company before the end of the date of registration.
Only the persons who are shareholders of the Company on the date of registration will be entitled to participate and vote at the general meeting but see below with regard to the shareholders' timely request for admission cards.
Accordingly, any person who has purchased shares, whether by transfer or otherwise, will not be entitled to vote on the shares in question at the general meeting, unless he or she has been recorded in the register of shareholders or has notified the Company and provided documentation of his or her acquisition, no later than on the date of registration, which is Friday, 16 May 2025.
3 Admission cards
In order to participate in the general meeting, the shareholders must request an admission card for the general meeting no later than Monday, 19 May 2025. Admission cards may be requested by sending a request to the Company’s address by post or requested electronically to the Company’s CEO Claus Olesen at [email protected] no later than Monday, 19 May 2025, at 11:59 PM CEST. Shareholders registering for the general meeting electronically by e-mail will receive a confirmation of their registration.
Admission cards can be picked up at the entrance of the general meeting upon presentation of a valid ID.
4 Proxy
Shareholders are entitled to attend by proxy.
The complete proxy form must be received by the Company by Monday, 19 May 2025 at 11:59 PM CEST. The proxy form is available at https://www.initiatorpharma.com/en/governance/general-meetings/ and must be send to the Company’s address by post or electronically to the Company’s CEO Claus Olesen at [email protected].
5 Postal voting
Shareholders may elect to vote by post, i.e. by casting their votes in writing, before the general meeting, instead of attending the general meeting and voting there.
Shareholders who choose to vote by post must send their postal vote send to the Company’s address by post or electronically to the Company’s CEO Claus Olesen at [email protected], where it must be received by Wednesday, 21 May 2025 at 11:59 PM CEST at the latest.
Once received, a postal vote cannot be recalled. Please note that letters may sometimes take several days to reach their destination.
A proxy and vote form are enclosed as Appendix 4.
6 Questions
Shareholders will have an opportunity to ask questions to the agenda as well as to the other materials for the general meeting before the general meeting.
Any questions concerning this announcement may be directed to [email protected].
Initiator Pharma A/S
The board of directors.
Appendixes:
Appendix 1 – Curriculum vitae of Göran Ando
Appendix 2 – Remuneration Policy 2022
Appendix 3 – Updated articles of association (Only in Danish)
Appendix 4 – Proxy and vote form