MINUTES OF ANNUAL GENERAL MEETING 2021
On 15 April 2021 at 15:00 (CEST), the annual general meeting (the “General Meeting”) of Allarity Therapeutics A/S, company registration (CVR) no. 28 10 63 51 (the “Company”), was held at c/o Mazanti-Andersen Advokatpartnerselskab, Amaliegade 10, DK-1256 Copenhagen K, Denmark.
AGENDA AND RESOLUTIONS
1. Election of chairman of the meeting
Attorney-at-law Lars Lüthjohan Jensen was unanimously elected as chairman of the meeting.
2. The board of directors’ report on activities of the Company in the past year
The Company’s CFO Jens Erik Knudsen reported on the Company’s activities in the past year.
3. Presentation of the annual report with auditors’ report for approval
The General Meeting unanimously adopted the Company’s annual report 2020.
4. Resolution on the appropriation of the loss recorded in the approved annual report
The General Meeting resolved to carry the loss recorded in the approved annual report 2020 to the next financial year.
5. Election of members to the board of directors
The following persons were re-elected for a term expiring at the annual general meeting to be held in 2022: Duncan Moore, Steve Carchedi, Gail J. Maderis and Søren Gade Jensen.
The composition of the board of directors therefore remained unchanged.
6. Election of auditor
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, company registration (CVR) no. 33 77 12 31, was re-elected as the auditor of the Company.
7. Authorization to increase the share capital with pre-emptive subscription rights
The General Meeting unanimously resolved to insert the following authorization as a new clause 7.5 in the Company’s articles of association:
“The board of directors is until 14 April 2026 authorized to resolve, in one or more times, on increasing the company’s share capital by issuance of new shares with up to nominal DKK 6,000,000 with pre-emptive subscription rights for the company’s shareholders. Capital increases according to this authorization shall be carried out by the board of directors by way of cash contributions. The shares may be issued at or below market price as determined by the board of directors.“
“For shares issued pursuant to clause 7.5 the following shall apply: The new shares shall be negotiable instruments issued in the name of the holder and registered in the name of the holder in the company’s register of shareholders. The shares shall not have any restrictions as to their transferability and no shareholder shall be obliged to have the shares redeemed fully or partly. No partial payment shall be allowed. The shares shall have the same rights as the existing share capital and shall not belong to a specific share class. The shares shall give rights to dividends and other rights in the company from the time of registration of the capital increase with the Danish Business Authority.“
8. Authorization to increase the share capital without pre-emptive subscription rights
The General Meeting resolved with the required majority to insert the following authorization as a new clause 7.6 in the Company’s articles of association:
“The board of directors is until 14 April 2026 authorized to resolve, in one or more times, on increasing the company’s share capital by issuance of new shares with up to nominal DKK 2,700,000 without pre-emptive subscription rights for the company’s shareholders. Capital increases according to this authorization can be carried out by the board of directors by way of contributions in kind, conversion of debt and/or cash contributions. The shares may be issued at or below market price as determined by the board of directors.”
“For shares issued pursuant to clause 7.6 the following shall apply: The new shares shall be negotiable instruments issued in the name of the holder and registered in the name of the holder in the company’s register of shareholders. The shares shall not have any restrictions as to their transferability and no shareholder shall be obliged to have the shares redeemed fully or partly. No partial payment shall be allowed. The shares shall have the same rights as the existing share capital and shall not belong to a specific share class. The shares shall give rights to dividends and other rights in the company from the time of registration of the capital increase with the Danish Business Authority.“
9. Authorization to issue investor warrants
The General Meeting resolved with the required majority to insert the following authorization as a new clause 6.11 in the Company’s articles of association:
“The board of directors is until 14 April 2026 authorized to resolve, in one or more times, on issuing warrants to investors in the company conferring the right to subscribe for up to nominal DKK 6,000,000 shares and to resolve on the appertaining capital increase of maximum DKK 6,000,000. Warrants shall be issued at an exercise price determined by the board of directors, however not below the market price at the time of issuance. The exercise price must be fully paid up. Terms of warrants are determined by the board of directors in connection with its exercise of this authorization.”
“The shares issued based on exercise of warrants shall be negotiable instruments issued in the name of the holder and registered in the name of the holder in the company’s register of shareholders. The shares shall not have any restrictions as to their transferability and no shareholder shall be obliged to have the shares redeemed fully or party. No partial payment shall be allowed. The shares shall have the same rights as the existing share capital and shall not belong to a specific share class. The shares shall give rights to dividends and other rights in the company from the time of registration of the capital increase with the Danish Business Authority.“
10. Authorization of the chairman of the meeting
The General Meeting unanimously resolved to authorize the chairman of the meeting (with a right of substitution) on behalf of the Company to apply the Danish Business Authority 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.
11. Miscellaneous
Nothing to note in the minutes.
—oo0oo—
Copenhagen, 15 April 2021
As chairman of the meeting:
____________________
Lars Lüthjohan Jensen
About Allarity Therapeutics
Allarity Therapeutics (Nasdaq First North Growth Market Stockholm: ALLR.ST) develops drugs for personalized treatment of cancer guided by its proprietary drug response predictor technology, the DRP® platform. The company has a mature portfolio of six drug candidates, including compounds in the pre-registration stage. The product portfolio includes: Stenoparib (2X-121), a PARP inhibitor in Phase 2 for ovarian cancer; Dovitinib, a pan-TKI advancing towards a U.S. NDA filing for renal cell carcinoma; IXEMPRA® (Ixabepilone), a microtubulin inhibitor approved in the U.S. for the treatment of breast cancer; LiPlaCis®, a liposomal formulation of cisplatin in Phase 2 trials for breast and prostate cancer; 2X-111, a liposomal formulation of doxorubicin under manufacturing for Phase 2 in breast cancer; and Irofulven, a DNA damaging agent in Phase 2 for prostate cancer.
About the Drug Response Predictor – DRP® Companion Diagnostic
Allarity uses its drug specific DRP® to select those patients who, by the genetic signature of their cancer, are found to have a high likelihood of responding to the specific drug. By screening patients before treatment, the response rate can be significantly increased. The DRP® method builds on the comparison of sensitive vs. resistant human cancer cell lines, including genomic information from cell lines combined with clinical tumor biology and prior clinical trial outcomes. DRP® is based on messenger RNA from the patient’s biopsies. DRP® has proven its ability to provide a statistically significant prediction of the clinical outcome from drug treatment in cancer patients in nearly 40 clinical studies that were examined, including an ongoing, prospective Phase 2 trial. The DRP® platform can be used in all cancer types and is patented for more than 70 anti-cancer drugs.
Follow us on social media:
Facebook: https://www.facebook.com/AllarityTx/
LinkedIn: https://www.linkedin.com/company/allaritytx/
Twitter: https://twitter.com/allaritytx
Forward-looking statements
This announcement includes forward-looking statements that involve risks, uncertainties and other factors, many of which are outside of Allarity’s control and which could cause actual results to differ materially from the results discussed in the forward-looking statements. Forward-looking statements include statements concerning Allarity’s plans, objectives, goals, future events, performance and/or other information that is not historical information. All such forward-looking statements are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. Allarity undertakes no obligation to publicly update or revise forward-looking statements to reflect subsequent events or circumstances after the date made, except as required by law. Allarity’s clinical programs may be delayed or impacted by the ongoing global COVID-19 pandemic.
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Investor Contact:
Jens Knudsen, CFO
+45 8874 2415
Email inquiries: InvestorRelations@allarity.com
Media Contact:
Thomas Pedersen
Carrotize PR & Communications
+45 6062 9390
Email inquiries: tsp@carrotize.com
Certified Adviser:
Svensk Kapitalmarknadsgranskning AB, Email: ca@skmg.se. Tel: +46 11 32 30 732
The information was submitted for publication on 15 April 2021.
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