Notice of Extraordinary General Meeting in ODI Pharma AB (publ)

The shareholders of ODI Pharma AB (publ), 559223-1392, are hereby invited to an Extraordinary General Meeting to be held on Tuesday 19 November 2024 at 14.30 at the company’s premises at Östermalmstorg 1, 114 42 in Stockholm.

Eligibility and registration

Shareholders who wish to participate in the General Meeting shall

• be entered in the share register maintained by Euroclear Sweden AB on 11 November 2024, and
• notify the company no later than on 13 November 2024 by e-mail to info@odipharma.com. The notification shall state full name, personal or corporate identity number, shareholding, address, daytime telephone number and, where applicable, information about deputies or assistants (maximum 2). The notification should, where applicable, be accompanied by powers of attorney, registration certificates and other authorisation documents.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, have their shares registered in their own name through their nominee, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date 11 November 2024. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s routines, request that the nominee make such voting rights registration. Voting rights registration requested by shareholders in such time that the registration has been made by the relevant nominee no later than Monday 13 November 2024 will be taken into account in the preparation of the share register.

Proxy etc.

If a shareholder is to be represented by a proxy, the proxy must bring a written, dated authorisation signed by the shareholder to the meeting. The authorisation may not be older than one year, unless a longer period of validity (but no longer than five years) has been specified in the authorisation. If the power of attorney is issued by a legal entity, the proxy must also bring the current registration certificate or equivalent authorisation document for the legal entity. To facilitate registration, a copy of the power of attorney and other authorisation documents should be attached to the notification to attend the meeting. Proxy forms are available on the company’s website www.odipharma.com and will be sent by post to shareholders who contact the company and state their address.

Number of shares and votes

The number of outstanding shares and votes in the company at the time of this notice amounts to 15,220,000. The company holds no own shares.

Proposal for the agenda

1. Opening of the meeting.
2. Election of the chairperson.
3. Drawing up and approval of the voting list.
4. Election of one or two scrutineers.
5. Examination of whether the meeting has been duly convened.
6. Approval of the agenda.
7. Approval of the Board of Directors’ resolution on a rights issue of shares.
8. The Board of Directors’ proposal for a resolution on authorization to decide on share issues.
9. Election of a new Board member.
10. The meeting is closed.

Proposed decision in brief:

Approval of the Board of Directors’ resolution on a rights issue of shares (item 7)

To increase the company’s share capital by a maximum of SEK 50,733.32 through a rights issue of a maximum of 1,268,333 shares at a subscription price of SEK 3.22 per share.

The following conditions shall otherwise apply to the issue:

1. The issue shall be made with preferential rights for the shareholders of the company. For each existing share, one subscription right is received, twelve (12) such subscription rights entitles to subscription of one new share.
    
2. The record date in the share register maintained by Euroclear Sweden AB for determining which shareholders are entitled to participate in the issue with preferential rights is 22 November 2024. Others may also subscribe in the issue.
    
3. For each share subscribed, SEK 3.22 shall be paid in cash. Amounts exceeding the quota value shall be transferred to the unrestricted share premium reserve.

4. Subscription of shares shall take place during the period from 26 November 2024 up to and including 10 December 2024. Subscription with preferential rights shall be made through simultaneous cash payment. Subscription made without subscription rights shall be made on a separate subscription list and payment shall be made no later than the fourth banking day after notification of allotment has been sent to the subscriber. The Board of Directors shall be entitled to extend the time for subscription and payment.
    
5. In the event that not all shares are subscribed for with preferential rights in accordance with the above, the Board of Directors shall, within the framework of the maximum amount of the issue, decide on the allotment of shares to others who have subscribed for shares without preferential rights and decide how the shares shall be allocated among subscribers.

    In the first instance, allotment of new shares subscribed for without subscription rights shall be made to such subscribers who have also subscribed for new shares with subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment to such subscribers cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights exercised for subscription of new shares and, to the extent that this cannot be done, by drawing of lots.

   Secondly, allotment of new shares subscribed for without subscription rights shall be made to others who have subscribed without subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of new shares subscribed for by each person and, to the extent that this cannot be done, by drawing lots.

Thirdly, new shares subscribed for without subscription rights shall be allocated to the underwriters in proportion to the size of the underwriting commitments, and to the extent that this cannot be done, by drawing lots.
 

6. The new shares shall entitle to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden AB.

7. The decision is subject to subsequent approval by the General Meeting.

8. The Board of Directors or the person appointed by the Board of Directors is authorised to decide on minor corrections required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.

The Board of Directors’ proposal for a resolution on authorization to decide on share issues (item 8)

The Board of Directors proposes that the Extraordinary General Meeting resolves to authorize the Board of Directors to decide on the issue of a maximum number of shares within the limits of the Articles of Association, with or without deviation from the shareholders’ preferential rights. The authorization shall be exercisable on two occasions, until the annual general meeting in 2025 at the latest, to issue shares to those who did not receive full subscription in the rights issue and for any guarantee compensation to guarantors in the rights issue.  The Board of Directors shall be authorized to decide on the detailed terms of the rights issue on each occasion.
 

In order for the company’s current shareholders not to be disadvantaged in relation to the external investor(s) who may subscribe for shares, the board of directors finds it appropriate that the issue, with deviation from the shareholders’ preferential rights, shall be made at the board of directors’ market-based subscription price, subject to a market-based issue discount where applicable. In addition to cash payment, payment may also be made in kind or by set-off, or otherwise with conditions.
 

A resolution in accordance with this proposal requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.

Election of a new Board member (item 9)

Shareholders in the company have proposed the election of Malcolm William Frank Allan as a new board member.

Description of Malcolm Allan:

Malcolm has extensive experience in senior positions within global companies and political campaigns. For the past three years, he has been serving as Vice President at Tilray Brands Inc. Prior to that, he was the Global COO for Havas Media and Managing Director for Prudential in London, UK. He holds a Bachelor of Arts with honors in Political Science and Economics from McGill University

Personal data

Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of attendance at the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.

Other

The required documents, complete proposals for resolutions and proxy forms will be available at the company’s office at Östermalmstorg 1, SE-114 42 Stockholm, Sweden, and on the company’s website www.odipharma.com no later than two weeks prior to the general meeting and will be sent to shareholders who so request and state their postal address.

Shareholders have the right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551). Requests for such information shall be made in writing to ODI Pharma AB, Östermalmstorg 1, 114 42 in Stockholm or by e-mail to info@odipharma.com. The information is provided by being made available at ODI Pharma AB, Östermalmstorg 1, 114 42 in Stockholm and at www.odipharma.com. The information will also be sent to shareholders who have requested it and provided their address.

Stockholm in October 2024

ODI Pharma AB (publ)

THE BOARD OF DIRECTORS