Notice to Attend the Extraordinary General Meeting of Immunicum

| Source: Mendus AB Mendus AB

Press Release

2 November 2017

Notice to Attend the Extraordinary General Meeting of Immunicum

The shareholders of Immunicum AB (publ) (the "Company"), reg. no 556629-1786, are hereby invited to an Extraordinary General Meeting on Monday, 4 December 2017, at 11.00 am at the University of Gothenburg School of Business, Economics and Law, Room E45, Vasagatan 1, 405 30 Gothenburg. Registration for the meeting will commence at 10.30 am.

Notification
Shareholders who wish to attend the meeting shall:

  1. be recorded in the share register maintained by Euroclear Sweden AB on the record date of Tuesday, 28 November 2017, and
     
  2. not later than on Tuesday, 28 November 2017 have notified their attendance and possible advisors to the Company; either in writing via letter to Immunicum AB (publ), "General meeting", Grafiska vägen 2, SE-412 63 Gothenburg or by e-mail to info@immunicum.com.

The notification shall include full name, personal/corporate identity number, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.

Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding deputies, proxies and advisors will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting.

Nominee registered shares
Shareholders who have had their shares registered in the name of a nominee must, in order to be entitled to participate at the meeting, request temporary registration in the transcription of the share register maintained by Euroclear Sweden AB. The shareholder must notify the nominee hereof well in advance of Tuesday, 28 November 2017, at which time such registration shall have been made.

Proxies
Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a certified copy of the certificate of registration of the legal entity or, if such document does not exist, of a corresponding document of authority. Power of attorney forms for shareholders who wish to participate by proxy are available on the Company's website www.immunicum.com. The original version of the power of attorney shall also be presented at the meeting.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting.
  2. Preparation and approval of the voting list.
  3. Presentation and approval of the agenda.
  4. Election of one or two persons to check the minutes.
  5. Determination as to whether the meeting has been duly convened.
  6. Resolution on amendment of the articles of association.
  7. Resolution on new issue of shares (rights issue).
  8. Closing of the meeting.

Resolutions proposed by the Board of Directors

Item 6. Resolution on amendment of the articles of association
In light of the Board of Directors' proposal of resolution on new issue of shares with preferential right for the shareholders, and changes in the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479) the Board of Directors proposes that the general meeting resolves to amend § 4, § 5 and § 12 of the articles of association as follows:

  • The wording of § 4 is amended from "Aktiekapitalet skall utgöra lägst 500 000 kronor och högst 2 000 000 kronor." (Eng. The share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000) to "Aktiekapitalet skall utgöra lägst 1 250 000 kronor och högst 5 000 000 kronor." (Eng. The share capital shall amount to not less than SEK 1,250,000 and not more than SEK 5,000,000).
     
  • The wording of § 5 is amended from "Antalet aktier skall vara lägst 10 000 000 och högst 40 000 000." (Eng. The number of shares shall be not less than 10 000 000 and not more than 40 000 000)" to "Antalet aktier skall vara lägst 25 000 000 och högst 100 000 000." (Eng. The number of shares shall be not less than 25,000,000 and not more than 100,000,000).
     
  • The wording of § 12 is amended from "Bolagets aktier skall vara registrerade i ett avstämningsregister enligt lagen (1998:1479) om kontoföring av finansiella instrument." (Eng.  The Company's shares shall be registered in a central securities depository register in accordance with the Swedish Financial Instruments (Accounts) Act (1998:1479)) to "Bolagets aktier skall vara registrerade i ett avstämningsregister enligt lagen (1998:1479) om värdepapperscentraler och kontoföring av finansiella instrument." (Eng. The Company's shares shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments (Accounts) Act (1998:1479)).

The Board of Directors, the managing director, or the person appointed by the Board of Directors, shall be entitled to take the minor adjustments of the resolution required in connection with the registration thereof.

For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds of both the votes cast and the shares represented at the general meeting.

Item 7. Resolution on new issue of shares (rights issue)
The Board of Directors proposes that the meeting resolves to approve the Board of Directors' resolution of 1 November 2017 on a new issue of shares with preferential rights for the shareholders with the following terms:

Share capital increase and number of shares
The Company's share capital shall be increased with a maximum amount of SEK 1,390,635.75 by issue of at most 27,812,715 new shares.

Right to subscribe for new shares
The shareholders in the Company are entitled to subscribe for new shares with preferential rights. The record date for obtaining subscription rights and the right to participate in the new issue of shares with preferential rights shall be on Wednesday, 6 December 2017. Shareholders in the Company shall have preferential right to subscribe for shares whereupon one (1) existing share in the Company entitles to one (1) subscription right and 14 subscription rights entitle to subscribe for 15 new shares.

Allotment
New shares may also be subscribed for without subscription rights. In the event that not all shares are subscribed for by exercise of subscription rights the Board of Directors shall, up to the maximum amount of the share issue, resolve on allotment of shares subscribed for without the exercise of subscription rights, according to the following allotment principles:

  • Shares subscribed for without subscription rights will firstly be allotted to those who have also subscribed for shares by exercise of subscription rights, regardless of whether or not the subscriber was a shareholder on the record date. Allotment shall in these cases be made pro rata in relation to the number of subscription rights exercised for subscription and, insofar as this is not possible, by drawing of lots.
     
  • Shares will secondly be allotted to other parties who have only given notice of subscription without the exercise of subscription rights. In the event all such parties do not receive full allotment, the shares will be allotted pro rata in relation to the number of shares for which each party has given notice of subscription and, insofar as this is not possible, by drawing of lots.
     
  • Shares will thirdly and lastly be allotted to the parties who have undertaken underwriting guarantees in the rights issue in their capacity as guarantors. In the event all such parties do not receive full allotment, the shares will be allotted pro rata in relation to the number of shares for which each guarantor has underwritten and, insofar as this is not possible, by drawing of lots.

Subscription price and issue amount
The subscription price shall be SEK 8 per share. At full subscription the Company will be provided with an amount of 222,501,720 SEK (before issue expenses).

Subscription and payment
Subscription of shares, both with and without the exercise of subscription rights, shall take place during the period starting on Friday, 8 December 2017 up to and including Friday, 22 December 2017. Subscription by exercise of subscription rights shall be effected by simultaneous payment of the subscription amount to an account assigned by the Company. Subscription of shares without the exercise of subscription rights shall be effected on a special form for notice of subscription. Payment for shares subscribed for without the exercise of subscription rights shall be made to an account assigned by the Company not later than three (3) banking days after the notification of allotment. The Board of Directors is entitled to extend the subscription and payment period.

Right to dividends
The new shares shall entitle to dividends as from the first record date for dividends resolved that occurs following the registration of the new issue of shares.

Other
Documents according to Chapter 13 Section 6 of the Swedish Companies Act have been drawn up and are kept available at the Company's office. For the present resolution to be registered it is required that the proposal is approved by shareholders holding more than half of the votes cast. The resolution requires an amendment of the articles of association. The resolution on approval of the Board of Directors' resolution on new issue of shares is therefore conditional upon that the general meeting resolving to amend the articles of association and the registration of the decision with the Swedish Companies Registration Office. The Board of Directors, the managing director, or the person appointed by the Board of Director, shall be entitled to take the minor adjustments of the resolution required in connection with the registration thereof.

Shareholders' right to request information
Pursuant to Chapter 7 Section 32 of the Swedish Companies Act, the Board of Directors and the managing director shall, if any shareholder so requests and the Board of Directors deems that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda.

Number of shares and votes in the Company
The total number of shares and votes in the Company at the date of this notice is 25,958,541. Only one class of shares exists and the Company has no holding of own shares.

Documents
Complete proposals for resolutions, the Board of Directors' resolution on new share issue and statements and reports according to the Swedish Companies Act, are available at the Company's office and on the Company's website, www.immunicum.com, not later than three weeks before the meeting, and will be sent to the shareholders who request so and provide their e-mail or postal address.

The notice will be announced in the Official Swedish Gazette on Monday, 6 November 2017 and will also be published on the Company's website, www.immunicum.com. An announcement that the notice has been made will be published in Dagens Industri on Monday, 6 November 2017.

For more information, please contact:

Carlos de Sousa, CEO, Immunicum
Telephone: +46 (0) 31 41 50 52
E-mail: info@immunicum.com

Agneta Edberg, Chairman of the Board
Telephone: + 46 (0) 70 555 75 18
E-mail: edberg.agneta@gmail.com

Investor Relations Sweden

Helena Stångberg
Hallvarsson & Halvarsson
Telephone: + 46 709 71 12 53
E-mail: ir@immunicum.com

Investor and Media Relations EU/US

MacDougall Biomedical Communications
Gretchen Schweitzer or Stephanie May
Telephone: +49 89 2424 3494 or +49 175 5711562
E-mail: ir@immunicum.com

The Company's Certified Adviser is Redeye AB
Telephone: +46 (0)8 545 013 30
www.redeye.se

About Immunicum AB (publ)

Immunicum is establishing a unique immuno-oncology approach through the development of allogeneic, off-the-shelf cell-based therapies. Our goal is to improve survival outcomes and quality of life by priming the patient's own immune system to fight cancer. The company's lead product ilixadencel, consisting of pro-inflammatory allogeneic dendritic cells, has the potential to become a backbone component of modern cancer combination treatments in a variety of solid tumor indications. Founded and based in Sweden, Immunicum is publicly traded on the Nasdaq First North Premier. www.immunicum.com