Communique Annual General Meeting April 2017

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| Source: Medical Prognosis Institute

MPI - Communique AGM April 2017.pdf

Today, April 25th, 2017, the annual general meeting 2017 in Medical Prognosis Institute A/S was held.

The agenda for the meeting was:

1. Election of Chairman of the Meeting.
2. Report on the Company's activities during the past year.
3. Presentation of audited annual report with Auditor's statement for approval.
4. Resolution on application of profits or covering of losses as per the adopted annual report.
5. Election of board members.
6. Election of state-authorized public auditor.
7. Proposals from the board of directors and/or shareholders.
7.1. Proposal to amend the articles of association:
7.1.1. Amendment of §6.1 regarding authorization to the Board of Directors to issue warrants. The proposal does not entail any changes with regards to the content of the articles.
7.1.2. Adjusting of the authorization to the Board of Directors to increase the share capital of the Company with pre-emptive subscription right for existing shareholders. 
7.1.3. Amendment of §8.4 regarding Danish or English language in connection with general meetings and convening notices.
7.1.4. Amendment of §8.6 regarding conditions for access to general meetings
7.1.5. New §12.3 regarding Danish or English language on Board of Directors meetings.
7.1.6. Implementing of an English language translation of the articles of association.

A summary of the resolutions follows below. All resolutions were passed with the required majority.

The Board of Directors recommended that the audited annual report was adopted.

The audited annual report was approved unanimously by all votes represented at the general meeting.

The Board of Directors proposed that the consolidated loss for the year of 8,729,384 kr. was carried forward to next year through recognition in retained earnings.

The proposal was approved unanimously by all votes represented at the general meeting.

All Members of the Board of Directors were up for election. Pursuant to the Articles of Association, the Board of Directors shall consist of 3-5 members. The board of directors proposed that:

1.  article 12 of the articles of association was amended, so that the board of directors shall consist of 3-6 members and not 3-5 members, and

2. all members of the Board of Directors were re-elected and that Jørgen Bardenfleth was elected so that the Board of Directors would consist of the following members:

Frank Knudsen
Gunnar Magnus Severus Modée Persson
Peter Buhl
Steen Meier Knudsen
Niels Johansen
Jørgen Bardenfleth

The proposal was approved unanimously by all votes represented at the general meeting.

The Board of Directors proposed that, PRICEWATERHOUSECOOPERS STATSAUTORISERET REVISIONSPARTNERSELSKAB was re-appointed as the Company's auditor.

The proposal was approved unanimously by all votes represented at the general meeting.

To ensure that the Company's articles of association are coherent and easily understood, and to ensure that the Articles of Association contain appropriate provisions regarding the conduct of general meetings and Board of Directors meetings, The Board of Directors proposed the following amendments of the Articles of Association:

  • The Board of Directors proposed correctional amendments of articles 6.1 in the articles of association. No changes was intended as regard to the content.

  • The Board of Directors proposes that the authorization in article 7.1 in the articles of association to the Board of Directors to, at one of more times, increase the share capital of the company with preemptive subscription right for the existing shareholders was adjusted, so that the Board of Directors are authorized to increase the share capital of the company by issuing new share with up to nominal DKK 200,000.

  • The Board of Directors proposed that § 8.4 of the articles of association is amended, so that the article states that English language will be used at general meetings and in convening notices.

  • The Board of Directors proposed that a new wording was obtained as a new § 8.6 replacing the existing § 8.6:

"8.6. Selskabslovens § 84, stk. 1-3 om registreringsdatoen samt stk. 4 om aktionærers anmeldelse af deltagelse på generalforsamlingen finder tilsvarende anvendelse på selskabets aktier. En aktionærs ret til at deltage i generalforsamlingen og til at stemme på generalforsamlingen fastlægges på grundlag af de aktier, som aktionæren ejer på registreringsdatoen. Registreringsdatoen er 1 uge før afholdelse af generalforsamlingen. De aktier, som den enkelte aktionær ejer, beregnes på registreringsdatoen på grundlag af registrering af ejerskab i ejerbogen såvel som på grundlag af meddelelser vedrørende ejerskab, som selskabet har modtaget med henblik på opdatering af ejerskabet i ejerbogen.

Herudover skal enhver aktionær der er berettiget til at deltage i en generalforsamling og som ønsker at deltage, anmode selskabets bestyrelse om adgangskort senest 3 dage før generalforsamlingens afholdelse"

The Board of Directors proposed that the following wording was obtained in §12.3:

"12.3. Bestyrelsesmøder afholdes på engelsk. Der kan på det enkelte bestyrelsesmøde træffes beslutning om, at bestyrelsesmødet afholdes på dansk."

The Board of Directors proposed that the Board of Directors was authorized to translate the articles of association to English so that the articles of association are kept in both Danish and English.

The proposals were all approved unanimously by all votes represented at the general meeting.

About MPI's multiple biomarker called Drug Response Predictor - DRP
MPI's DRP(TM) is a tool for developing tumor-derived genetic signatures to predict which cancer patients are high likely to respond to a given anti-cancer product. The DRP(TM) has been tested in 37 trials, where 29 trials showed that drug-specific DRP(TM) Biomarkers could predict which patients responded well to the treatment. The DRP(TM) platform has amongst others been externally validated and published in collaboration with leading statisticians at the MD Anderson Cancer Center. The DRP(TM) method can be used to design the Clinical Development Plan, i.e. to select which indications are relevant for a given   anti-cancer drug.  In addition to this, the individual genetic patterns of patients can be analyzed as part of a screening procedure for a clinical trial to ensure inclusion of patients with a high likelihood of response to the drug. DRP(TM) builds on comparison between sensitive and resistant human cancer cell lines, including genomic information from cell lines combined with clinical tumor biology and clinical correlates in a systems biology network. The DRP(TM) is a Big Data tool based on messenger RNA.
The DRP(TM) platform can be used in all cancer types, and has been patented for more than 60 anti-cancer drugs in the US.

About MPI
Medical Prognosis is a publicly traded international company specialized in improving cancer patients lives by developing Personalized Medicine using its unique DRP(TM) technology. MPI's exceptional opportunity to personalize cancer treatment - begins with Breast Cancer moving on to Multiple Myeloma and Prostate Cancer as the first steps. MPI's DRP(TM) tool has shown its ability to separate patients who benefit and who do not benefit from a specific cancer treatment. This has been shown in as many as 29 out of 37 trials, and covers more than 80 anti-cancer treatments in a wide range of cancer indications. MPI has built a significant large database with over 1,100 screened breast cancer patients and is building up a database in Multiple Myeloma to be followed by Prostate cancer in collaboration with oncologists and hematologists throughout Denmark.

For further information, please contact:
CEO, Peter Buhl Jensen, Adjunct Professor, MD, PhD                                  Ulla Hald Buhl, IR & Communication
E-mail: pbj@medical-prognosis.com                                                          E-mail: uhb@medical-prognosis.com
Telephone: +45 21 60 89 22                                                                           Telephone +45 21 70 10 49

This information is information that Medical Prognosis Institute A/S is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on April 25st 2017.

Certified Advisor: Sedermera Fondkommission, Norra Vallgatan 64, 211 22, Malmö, Sweden

Attachments:

http://www.globenewswire.com/NewsRoom/AttachmentNg/5e88d6cb-9e7b-4b24-b004-00dcb06cd32d