LUND, SE / ACCESS Newswire / April 11, 2025 / Cantargia (STO:CANTA) - The shareholders of Cantargia AB (publ) are invited to the annual general meeting on Thursday, 15 May 2025, at 15.00 CEST at Ideon Gateway, Scheelevägen 27, Lund, Sweden.
Right to participate and notice
Participation at the venue
Shareholders who wish to participate in the meeting at the venue in person or represented by a proxy must:
be recorded in the share register maintained by Euroclear Sweden AB on Wednesday, 7 May 2025, and
notify the company of their intention to participate in the meeting not later than Friday, 9 May 2025. Notification shall be made through a digital form available on the company's website, www.cantargia.com . Notification may also be made by post to Cantargia AB (publ), Scheelevägen 27, SE-223 63 Lund, Sweden. When giving notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.
Shareholder represented by a proxy shall issue a written and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certificate of registration or equivalent indicating the authorized signatories of the legal entity must be enclosed. The original power of attorney and any registration certificate or equivalent shall be sent to the company at the address above well in advance of the meeting. Proxy forms are available on the company's website, www.cantargia.com , and will be sent by post to shareholders who so request and state their postal address.
Participation by postal voting
Shareholders who wish to participate in the meeting by postal voting must:
be recorded in the share register maintained by Euroclear Sweden AB on Wednesday, 7 May 2025, and
notify the company of their intention to participate in the meeting by submitting their postal vote by using the digital postal voting form that is available on the company's website, www.cantargia.com . The form must be submitted so that it is received by the company no later than Friday, 9 May 2025.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
If a shareholder votes by proxy, a written and dated power of attorney must be enclosed to the postal voting form. If the power of attorney is issued by a legal entity, a certificate of registration or equivalent indicating the authorized signatories of the legal entity must be enclosed. Proxy forms are available on the company's website, www.cantargia.com .
The service for digital postal voting is provided by Poströsta.se ( www.postrosta.se ). Shareholders with questions regarding the digital postal voting form may contact support@postrosta.se for assistance.
Anyone wishing to withdraw a postal vote and instead exercise their voting rights by attending the meeting in person must notify the secretariat of the meeting before the opening of the meeting.
Nominee registered shares
To be entitled to participate in the meeting, at the venue or by postal voting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register on 7 May 2025. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting rights registrations completed by the nominee no later than 9 May 2025 will be taken into account when preparing the share register.
Proposed agenda:
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Presentation of the annual report and auditor's report
8. Resolutions
on the adoption of the income statement and the balance sheet
on the disposition of the company's results as per the adopted balance sheet
on discharge from liability of the members of the board of directors and the CEO
9. Determination of the number of members of the board of directors and auditors
10. Determination of remuneration for the board of directors and auditor
11. Election of the members of the board of directors and auditor
Re-election of Magnus Persson as board member
Re-election of Anders Martin-Löf as board member
Re- election of Flavia Borellini as board member
Re-election of Damian Marron as board member
Election of Jenny Sundqvist as new board member
Re-election of Magnus Persson as chairman of the board
Re-election of Öhrlings PricewaterhouseCoopers AB as auditor
12. Presentation of the board of directors' remuneration report for approval
13. The board of directors' proposal for resolution regarding amendments of the articles of association
14. The board of directors' proposal for resolution regarding implementation of a long-term share based incentive scheme
15. The board of directors' proposal for resolution regarding implementation of a long-term employee option program
16. The board of directors' proposal for resolution on issue authorization
17. Closing of the meeting
Disposition of the company's results (item 8 b)
The board proposes that no dividend shall be distributed, and that the company's accumulated results shall be carried forward.
The nomination committee's proposal (items 2 and 9-11)
The nomination committee, consisting of chairman Arne Lööw (Fourth Swedish National Pension Fund), Daniel Kristiansson (Alecta Pensionsförsäkring, Ömsesidigt), Mats Larsson (First Swedish National Pension Fund) and Magnus Persson, chairman of the board, proposes the following:
that attorney-at-law Christian Lindhé is elected chairman of the annual general meeting;
that the board of directors shall consist of five members with no deputies;
that the company shall have one auditor with no deputies;
that the remuneration to the members of the board, excluding remuneration for the work performed on the board's committees, shall amount to SEK 1,740,000 (1,675,000) in total, distributed as follows: SEK 620,000 (595,000) shall be distributed to the chairman of the board and SEK 280,000 (270,000) shall be distributed to each of the other board members. As remuneration for work performed on a committee, the following is proposed: SEK 100,000 (100,000) shall be distributed to the chairman of the audit committee and SEK 50,000 (50,000) to each of the other members of the committee. SEK 50,000 (50,000) shall be distributed to the chairman of the remuneration committee and SEK 25,000 (25,000) to each of the other members of the committee. SEK 270,000 (250,000) shall be distributed to the chairman of the drug development committee and SEK 50,000 (50,000) to each of the other members of the committee. In addition, SEK 20,000 (20,000) shall be distributed to each member residing outside the Nordic region for each physical board meeting (however, not more than six meetings) held in Sweden, attended by such member;
that the board members Magnus Persson, Anders Martin-Löf, Flavia Borellini and Damian Marron are re-elected as well as that Jenny Sundqvist is elected as a new board member. Magnus Nilsson has declined re-election;
that Magnus Persson is re-elected chairman of the board;
that remuneration to the auditor shall be paid in accordance with approved invoices; and
that Öhrlings PricewaterhouseCoopers AB is re-elected as the company's auditor (Mikael Nilsson is intended to serve as auditor-in-charge).
The proposal regarding the auditor is in accordance with the audit committee's recommendation.
Jenny Sundqvist, born in 1971, Swedish citizen living in Sweden, is the CEO of Navinci Diagnostics AB and has for more than 25 years been active in pharmaceuticals and biotechnic. Sundqvist has experience in pharmaceutical development and has worked across multiple therapeutic areas. She has, e.g., been the CEO of the listed company InDex Pharmaceuticals, and has had leading roles at Isofol Medical, AstraZeneca, Gambro and Orrefors Kosta Boda. Sundqvist holds a Master of Business Administration from University of Texas. Sundqvist owns no shares in the company.
Further information on the members proposed for re-election can be found on Cantargia's website or in the annual report for 2024.
Amendments of the articles of association (item 13)
The board of directors proposes that the annual general meeting resolves to amend the articles of association so that:
(i) the provision regarding share capital (4 §) shall read "The share capital shall amount to not less than SEK 15,000,000 and not more than SEK 60,000,000. " and
(ii) the provision regarding number of shares (5 §) shall read " The company shall have not less than 150,000,000 shares and not more than 600,000,000 shares. ".
Share based incentive scheme (item 14)
The board of directors proposes that the annual general meeting resolves to adopt a long-term variable share-based incentive scheme for senior executives and key personnel within the company. The proposal is based on the incentive schemes that were adopted by the 2019 annual general meeting, and subsequently at each annual general meeting. It has been initiated by Cantargia's board of directors and has been designed in collaboration with external advisors and prepared by the remuneration committee and examined at board meetings.
Purpose and scope of the scheme
To create a long-term incentive for the company's management team and to promote investments in and ownership of Cantargia shares, all members of the company's management team, including the CEO, as well as other key personnel will be offered variable long-term remuneration in the form of a group bonus for acquisition of shares of the company (the "Scheme"). The Scheme is a variable long-term remuneration scheme under which the participants commit to use distributed variable cash remuneration to acquire shares in the company. The participants will acquire the shares on the stock market. The Scheme applies in addition to any variable remuneration in accordance with the remuneration guidelines adopted at the 2024 annual general meeting. It is intended that the Scheme shall be annually recurring.
The maximum pay-out to each Scheme participant for 2025 is capped at 10 percent of the participant's annual base cash salary. The total size of the Scheme for 2025 is capped at SEK 2,500,000, excluding social security contributions. In case of partial target achievement, a portion of the maximum amount will be distributed.
Performance requirements and target achievement
The Scheme is based on the annual bonus target or targets set up by the company's board of directors and that refer to the company's activities, financial key performance indicators and sustainable development. The resolution on the annual amount available under the Scheme will be integrated in the annual evaluation process for the total variable remuneration in order to link annual performances to long term targets, to increase employee shareholding in Cantargia and to retain competent staff at competitive terms.
Target achievement will be assessed by the company's board of directors in connection with the issuing of the Year-End Report each year. To be entitled to a portion of the group bonus for acquisition of shares under the Scheme, the employee must be a permanent employee. In addition, the employee must have been employed by the company for at least one year. A draft resolution on which employees that will be subject to the Scheme will be drawn up by the remuneration committee in consultation with the CEO. The board of directors will resolve upon which employees that will be subject to the Scheme.
Distribution and acquisition of Cantargia share
When the target achievement has been determined by the company's board of directors, the amount will be distributed to each participant in the Scheme within four weeks. The acquisition of shares by the participant shall be made as soon as possible after the distribution from the company. In the event the participant is prevented from acquiring shares of the company, due to for example applicable market abuse regulations, the company's board of directors may permit that the acquisition of shares under the Scheme takes place at a later stage.
Participants are required to use their entire remuneration under the Scheme, net of tax, to acquire Cantargia shares on the stock market. Shares acquired by a participant under the Scheme must be held by the participant under a three-year period after the distribution.
The company will pay social security contributions on variable remuneration distributed under the Scheme. However, the remuneration distributed under the Scheme will not entitle to pension contributions or holiday pay in addition to what is provided under mandatory legislation.
Termination of employment or breach of contract
A participant whose employment ceases because of termination by the employee or by the company or for other reasons will be required to continue to hold shares acquired in accordance with the provisions of the Scheme.
In the event a participant violates the terms of the Scheme, for example by failing to provide information on the status of its shareholding, the company may require that the participant sells all shares acquired under the Scheme, whereby the gross amount received by the participant through the sale shall be reimbursed to the company. In the event the participant sells shares in breach of the terms of the Scheme, the participant is required to pay a penalty to the company corresponding to the gross amount that the employee has received through the sale of the shares.
Principles for annual variable remuneration and the Scheme
When designing the annual variable remuneration and the Scheme, the board of directors shall consider introducing conditions which:
disqualify a person from future participation in variable or long-term remuneration schemes, if that person sells shares in breach of the provisions of the Scheme;
make the distribution of a certain portion of such remuneration contingent on that the performance, on which the remuneration is based, proves to be sustainable over time;
give the company the right to reclaim remuneration which has been distributed based on information which subsequently has proved to be manifestly incorrect; and
stipulate that distribution to a participant shall be entirely or partially delayed, reduced or cancelled if the payment, in the view of the board of directors, is considered inappropriate with regards to the company's results, position or liquidity situation.
Employee option program (item 15)
The board of directors proposes that the annual general meeting resolves to implement a long-term incentive program for employees in the company (the "Employee Stock Option Program 2025/2028" or the "Program") in accordance with the below.
The reasons for the implementation of Employee Stock Option Program 2025/2028 are to be able to create possibilities for the company to retain and recruit competent personnel through offering a long-term incentive program. Such engagement is expected to stimulate the personnel to an increased level of interest in the business and development of the company and increase the feeling of connectedness with the company.
A) Implementation of Employee Stock Option Program 2025/2028
The board of directors proposes that the annual general meeting resolves to implement Employee Stock Option Program 2025/2028 in accordance with the following substantial terms and conditions.
The Employee Stock Option Program 2025/2028 shall consist of not more than 4,000,000 employee options.
Each employee option confers the holder a right to subscribe for one new share in the company against cash consideration at a strike price corresponding to 130 percent of the volume weighted average price of the company's share during the ten trading days preceding the date the employee options are allotted. The strike price and the number of shares that each employee option confers right to may be subject to recalculation in the event of a bonus issue, share split, new issue or similar.
The employee options under the Employee Stock Option Program 2025/2028 shall be offered to employees or consultants of the company. The size of the individual allotment will be determined by a value-based method which takes the theoretical value of the employee options into consideration. The allotment of employee options under the Employee Stock Option Program 2025/2028 shall be made no later than the day falling one year after the annual general meeting 2025 (each such day of allotment being a "Grant Date") in accordance with the following guidelines:
a) CEO, a maximum of 1,000,000 options
b) Other senior executives (approximately 4 individuals), a maximum of 1,000,000 options, in aggregate
c) Other employees or consultants (approximately 20 individuals), a maximum of 2,000,000 options, in aggregate
All allotted employee options shall vest on the day occurring three years after the Grant Date.
In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting Cantargia, the employee options will vest in their entirety upon completion of such transaction.
Furthermore, vesting requires that the participant is still employed by or otherwise engaged with the company and that the participant has not given notice or terminated the employment or engagement as of the date when the relevant vesting occurs. If a participant ceases to be employed or gives notice or terminates the employment or engagement before the vesting date, the allotted employee options cease. However, the board shall be entitled to admit exceptions in certain situations (so-called good leaver situations, e.g. a person's employment or engagement ceases in connection with circumstances which, according to the board, motivate continued vesting. Such circumstances are e.g. employment or engagement ceasing due to retirement pension, death or lasting working inability due to accident or disease).
The employee options shall be allotted without consideration. The employee options shall not constitute securities and shall not be able to be transferred or pledged. However, in the event of an option holder's death, the rights constituted by the employee options shall accrue to the holder's estate.
Vested employee options may be utilized during a two-year period after vesting.
Participation in the Employee Stock Option Program 2025/2028 requires that such participation is in accordance with applicable laws, as well as that such participation can be executed with reasonable administrative costs and financial efforts according to the company's assessment.
The employee options shall be governed by separate agreements with each participant. The board shall be responsible for the preparation and management of the Employee Stock Option Program 2025/2028 within the above-mentioned substantial terms and conditions.
Other information regarding Employee Stock Option Program 2025/2028
In case all warrants issued within the Employee Stock Option Program 2025/2028 are utilized for subscription of new shares, a total of 4,000,000 new shares will be issued, which corresponds to a dilution of approximately 1.6 percent of the company's share capital and votes. Assuming also full utilization of the remaining 6,401,333 employee stock options issued (allotted less lapsed) in connection with existing employee stock option programs, the aggregate dilution amounts to approximately 4.4 percent.
The board of directors assesses that the Employee Stock Option Program 2025/2028 will trigger costs in the form of accounting costs and social security contributions.
Based on the assumption that all options under the Employee Stock Option Program 2025/2028 vest, the estimated total accounting costs for the options will amount to approximately SEK 4 million during the time period 2025-2028, based on the actual value of the options at the start of the Employee Stock Option Program 2025/2028. The options do not have a market value since they are not transferable. However, the board has calculated a theoretical value of the options in accordance with the Black & Scholes formula. The calculations have been based on an assumed share price of SEK 1.69 per share and an assumed volatility of 79 percent. In accordance with this valuation, the value of the options in the Employee Stock Option Program 2025/2028 is approximately SEK 1.0 per option. The limitations of the disposal rights have not been taken into consideration in the valuation.
The total costs for social security contributions during the vesting period will depend on the value of the benefit that the participant finally will receive, i.e. on the value of the option upon utilization. Based on the assumption that all options under the Employee Stock Option Program 2025/2028 vest and an assumed share price of SEK 3.38 at the time of utilization, the total costs for social security contributions will amount to approximately SEK 1.5 million.
All calculations above are preliminary only and are only intended to provide an illustration of what costs the Employee Stock Option Program 2025/2028 may induce. Actual costs may therefore deviate from what has been stated above.
The proposal for the Employee Stock Option Program 2025/2028 has been prepared by the board and the remuneration committee together with external consultants.
B) Directed issue and approval of transfer of warrants
In order to enable the company's delivery of shares under Employee Option Program 2025/2028, the board proposes that the annual general meeting resolves on a directed issue of warrants as well as on an approval of transfer of warrants, in accordance with the below.
The board proposes that the annual general meeting resolves to issue not more than 4,000,000 warrants. The right to subscribe for the warrants shall, with deviation from the shareholders' pre-emptive rights, only fall upon the company (i.e. Cantargia AB (publ) or a wholly-owned subsidiary of the company. Subscription shall be made no later than 1 July 2025 and the warrants shall be issued free of charge. The reason for the deviation from the shareholders' pre-emptive rights is the implementation of Employee Option Program 2025/2028.
Each warrant confers right to subscribe for one new share in the company against cash consideration under the period from and including the registration of the warrants with the Swedish Companies Registration Office (Sw. Bolagsverket ) up to and including 30 July 2031. The subscription price shall correspond to the quota value of the Cantargia share.
The board further proposes that the annual general meeting resolves to approve that the company, directly or indirectly, may transfer warrants and/or shares to the participants in the Employee Option Program 2025/2028 without consideration in connection with utilization of the employee options in accordance with the terms conditions set out in item 15a above, or in another way dispose of the warrants in order to be able to secure the company's commitments and costs in relation to the Employee Option Program 2025/2028.
A valid resolution regarding directed issue and approval of transfer of warrants in accordance with the above requires that the resolution is supported by shareholders holding not less than nine-tenths of both the shares voted and the shares represented at the general meeting.
C) Equity swap agreement with a third party
Should the majority requirement for item 15b above not be met, the board proposes that the annual general meeting resolves that Employee Option Program 2025/2028 shall instead be hedged so that the company can enter into an equity swap agreement with a third party on terms in accordance with market practice, whereby the third party in its own name shall be entitled to acquire and transfer Cantargia shares to the participants.
Issue authorization (item 16)
The board of directors proposes that the annual general meeting resolves to authorize the board of directors, up and until the next annual general meeting, on one or several occasions and with or without pre-emptive rights for shareholders, to resolve on the issue of new shares, warrants, and/or convertibles. It shall also be possible to make such an issue resolution stipulating in-kind payment, the right to offset debt or other conditions. If an issue decision is made with a deviation from the shareholders' pre-emptive rights, the number of shares that can be issued under the authorization may correspond to a maximum of 10 percent of the number of outstanding shares and votes at the time of the annual general meeting.
The purpose of the authorization is to raise working capital for the company. If the board of directors resolves on a share issue with deviation from the shareholders' pre-emptive rights, the reason therefor shall be to raise working capital for the company, to provide new shareholders of strategic importance to the company or to acquire other companies or businesses.
The CEO shall be authorized to make such adjustments to this resolution that may be necessary in connection with the registration thereof.
____________________
Number of shares and votes
As per the date of this notice, there are 248,611,655 outstanding shares and votes in the company. The company holds no treasury shares.
Other information
The annual report, the board of directors' remuneration report and all other documentation for resolutions are available at the company's office at Scheelevägen 27 in Lund, Sweden, and on the company's website ( www.cantargia.com ) no later than three weeks prior to the meeting. Moreover, the nomination committee's motivated statement is available at the company's above-mentioned address, as well as on the company's website ( www.cantargia.com ), from the date of this notice. Copies of the documentation will be sent to shareholders who so request and who inform the company of their postal address. Shareholders are reminded of their right to require information under chapter 7 section 32 of the Swedish Companies Act.
Processing of personal data
For information on how your personal data is processed, see the integrity policy available on Euroclear's website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf . If you have questions regarding our processing of your personal data, you can contact us by emailing GDPR@cantargia.com . Cantargia's AB (publ) corporate registration number is 556791-6019 and its registered office is in Lund, Sweden.
This notice is a translation of a Swedish notice and in the event of any discrepancy between the language versions, the Swedish version shall prevail.
Lund, April 2025
Cantargia AB (publ)
The board of directors
For further information, please contact
Damian Marron, Interim CEO
Telephone: +46 (0)46-275 62 60
E-mail: damian.marron@cantargia.com
About Cantargia
Cantargia AB (publ), reg. no. 556791-6019, is a biotechnology company that develops antibody-based treatments for life-threatening diseases and has established a platform based on the protein IL1RAP, involved in a number of cancer forms and inflammatory diseases. Cantargia's oncology program, the antibody nadunolimab (CAN04), is being studied clinically, primarily in combination with chemotherapy with a focus on pancreatic cancer, non-small cell lung cancer and triple-negative breast cancer. Positive data for the combinations indicate stronger efficacy than would be expected from chemotherapy alone. Cantargia's second development program, the antibody CAN10, blocks signaling via IL1RAP in a different manner than nadunolimab and addresses treatment of serious autoimmune/inflammatory diseases, with initial focus on hidradenitis suppurativa and systemic sclerosis.
Cantargia is listed on Nasdaq Stockholm (ticker: CANTA). More information about Cantargia is available at www.cantargia.com .
Attachments
Notice of annual general meeting in Cantargia AB (publ)
SOURCE: Cantargia
View the original press release on ACCESS Newswire
