Good morning, everybody, shareholders and guests of Oncoinvent ASA. Welcome to this extraordinary general meeting. Thank you for attending. I am Gillies O'Bryan-Tear , the Chair of Oncoinvent ASA. I would like, as the first item, to propose that Hans Cappelen Arnesen, who is online there, a lawyer and partner at Thommessen AS, is elected to chair the meeting. Thank you.
Thank you, Gillies. So then we are on the first agenda item, which is the election of the chair for this meeting, and it has been proposed that I shall chair the meeting. How we will arrange for the voting today is that we have received several votes already prior to the meeting, so we know that all matters on the agenda will be approved. For those participating and who are able to vote, you can vote during the entire meeting on all agenda items. So the first agenda item has been resolved by the general meeting, and I will from now on be the chairperson of the meeting. The next agenda item is item two, election of a person to co-sign the minutes from this meeting together with myself. And it has been proposed that Renate Birkeli from the company will sign the minutes.
That has accordingly been approved by the general meeting. The next agenda item is item three, approval of notice for this meeting and the agenda. If any of you have any comments or questions during this general meeting, please indicate so by turning off your mute. The notice and the agenda was distributed in accordance with the Norwegian Public Limited Companies Act, and we have not received any comments or questions. The notice and the agenda is approved by the general meeting. We then move on to agenda item four, which is a share capital increase and a reverse share split. The background for these two proposals has been described in the notice of the meeting. The share capital increase is in agenda item 4.2, and it's a small share capital increase just in order to facilitate the reverse share split.
So if there are no comments or questions to agenda item four, we move on to agenda item four two, sorry. We move on to agenda item four three. Four two is then approved by the general meeting. Agenda item four three is the reverse share split. Are there any comments or questions to the reverse share split?
Yes, can I just clarify or give a little bit more information why you select 100 to 1 instead of, for example, 50 to 1 or another number? It's a little bit not described very much in the agenda.
If I should start out, I think, or unless the company would like to have any comments first.
You can start, Hans, I will fill in the blanks.
Yeah, please do so. So I think, at least from our perspective as counsel to the company, we feel it's appropriate to have a share price that is a good distance from the minimum requirements of the Oslo Stock Exchange. And also, I think in general, penny stocks are not appreciated to that extent. But please, company.
Yeah, no, I think it's important to note that, of course, a share split in itself doesn't create any value, but it's a judgment based on several factors, and of course, the free float may be lower. So there are some shares that are going to be annulled here, and there will be a total number of shares trading, which is much, much lower than today, obviously. We believe that it's important to get a share price which is not a penny stock, either in Norwegian kroner or if you look at it in dollars, which is much more suited for professional investors if you get a more sensible high number of the share price itself to lift the share price. It's, of course, the main idea here.
Yeah, we probably could have chosen a different number as well, a 50 or a 10 split, but we decided to go for 100 to 1. We don't think that it actually will create any problems. Over the time, in the future, if and when this company is going to succeed, it's going to be because we are able to create validation through data, through deals, and by attracting professional investors. And that is going to be the determinant for the success of this company.
Okay, so can I then give a follow-up question? When you say professional investors, and I assume you also mean international or abroad investors, is the company planning to look on a listing on another market than Oslo Børs as it is today?
I think, so we don't have any current plans of doing that as we speak today, first of all. But I think any European biotech company would need to keep that as an option going forward. And the possibility of attracting U.S. investors that might require a double listing is, of course, something which we can never rule out.
Okay, I'm fine.
Okay, so if there are no further questions with respect to agenda item 4.3, the reverse share split, then we deem it approved by the general meeting. We move on to agenda item 5, which is a share capital reduction by reduction of the nominal value of the shares. The background for this proposal is described in the notice. Before we can do that, we will need to approve an interim balance sheet, which forms the basis for the share capital reduction. That is agenda item 5.2. Are there any comments or questions to the interim balance sheet or the approval of that one? There does not seem to be any. The interim balance sheet as of December 12th, 2025, is approved by the general meeting. That balance sheet will then be registered in the Norwegian Register of Company Accounts.
Then we move on to agenda item 5.3, which is a proposal for a decrease of the share capital by reduction of the nominal value of the shares. Are there any comments or questions to that proposal?
Yes, can you just clarify why you go to NOK 0.25 when it was NOK 0.50 before we changed to 50 today during this meeting and before it was NOK 0.50? And now we want to decrease it to NOK 0.25.
Yeah, the only reason for having a low nominal value is that that creates flexibility with respect to issue price in the future. And by setting a low number, we know that we will have the flexibility we need.
So in that way, you are able to have a new equity raise at NOK 0.25. But if we assume that the international investor sees it as a risk that you have to go as low as NOK 0.25, I mean, it was a low price when you had to raise equity at NOK 0.50. And that means in, for example, one or two years, you are able to raise a share price at NOK 0.25. So what's the difference? Why you want to reduce it by 50% from today's NOK 0.50 before we approve to split the shares?
It's no exact science behind the nominal value of the shares. I mean, it's just a formality that all shares need to have a nominal value, and the total share capital of the company needs to be at least NOK 1 million.
Yeah, I understand the mechanisms. That you don't have to explain me. I understand all that. I just don't understand why you select NOK 0.25 when today we have NOK 0.50. So the mechanisms and everything around it, I understand perfectly.
I think it's just a number. I mean, it doesn't really matter whether it's NOK 0. 25 or NOK 0. 50 or.
So you just put a finger up in the air and select a number?
We have to select a number. And so yeah, I don't think this will have any real-life impact at all unless the company really fails.
Just to add on that, you have to go back. If you go back to Oncoinvent originally, we had 0.1 as a nominal value of the shares, and that's quite a normal number to have as a nominal value because it creates the flexibility that company needs, so it's, as Hans said, it's not an exact science, but I have to admit that my preference is always to put it in that range because that gives the necessary flexibility for the company.
Yeah, and I would also add on it. We don't want to have to raise at NOK 0.25 or NOK 0.4 again. That's not our intention. We want to create value, get the share price up, and be able to raise it at a high value. That's the way I think.
Okay, with additional answers, I have no further comment. Thank you.
Okay, thank you. So if there are no other comments or questions to agenda item 5.3, then we deem that proposal approved by the general meeting, and we move on to agenda item 6, which are authorizations for the board of directors to increase the share capital. And as you will have noted, there are three different or three proposals under agenda item 6, and the background for those are described in agenda item 6.1. The first voting item is in agenda item 6.2, which is an authorization to the board of directors to increase the share capital in connection with future exercise of options for employees. Are there any comments or questions to that proposal? No, there seems to be none. So then that proposal is approved by the general meeting.
Then we move on to agenda item 6.3, which is an authorization to the board of directors to increase the share capital in connection with the settlement of RSUs and options for board members. Are there any comments or questions to that agenda item? No, there seems to be none. So then that proposal is also approved by the general meeting. And we move on to agenda item 6.4, which is a general authorization to increase the share capital. Are there any comments or questions to that proposal? No, there seems to be none. So then also that proposal has been approved by the general meeting. We then move on to agenda item seven, which also contains authorizations to the board of directors, and the background is described in 7.1.
The first authorization is in agenda item 7.2, which is an authorization similar to that in 6.2, accordingly an authorization to the board of directors to increase the share capital in connection with future exercise of options for employees. Are there any comments or questions to that proposal? No, there seems to be none. So then that proposal has been approved by the general meeting. We move on to agenda item 7.3, which is the authorization to increase the share capital in connection with ICUs and options for board members. Any comments or questions to that proposal? There seems to be none. So then that proposal has been approved by the general meeting. And we move on to agenda item 7.4, which is the general authorization to increase the share capital. Are there any comments or questions to that proposal? No, there seems to be none.
So then also agenda item 7.4 has been approved by the general meeting. And that was actually the last agenda item for today's general meeting. Are there any final comments or questions from any participating shareholders?
Any written questions, Freddie?
I want to ask a question if it's possible.
Yes, please.
If the company is not able to follow the plan regarding recruiting, how and how often will you update the market with a new plan if there get any delays according to the latest plan for recruiting?
Yeah, so we will update the market once a quarter on general business. And every two times per year, we'll update on the financial numbers. But when it comes to the recruitment numbers, we will keep updating the market as we have done during 2025, every quarter on the number of recruited patients.
Are there any new showstoppers that you're aware of in 2025 that can maybe need to change the plan or as you have known regarding recruitment?
No, the plan stands. And the plan during 2025 was to increase the number of sites from six. As we speak, we have increased that number during November and December up to 10 sites. So right now, we have 10 sites recruiting into the trial as opposed to six during 2025.
Okay, sounds good.
Thank you.
Thank you. So if there are no additional comments or questions, I will just inform you that the minutes from this meeting will be published through NewsWeb, and also the voting results will be published at the same time. So thank you all for attending the meeting, and the general meeting is now adjourned. Thank you.
Thank you, Hans and Gillies. Can I please ask that shareholders and guests log off this Zoom meeting and the Lumi meeting? Okay, Hans, Gillies, I think we should rejoin the previous meeting, the Teams meeting we had before this meeting.
Rejoin? Okay.
Yeah, and this one.
All right.
Thank.