Notice convening the extraordinary general meeting of Pharma Equity
Group A/S
11 October 2023
Announcement no. 40
Notice convening the extraordinary
general meeting of Pharma Equity Group A/S (the
"Company")
November 2, 2023, at 3 PM
CET
at
Wihlborg's CanteensSlotsmarken 15DK-2970
Hørsholm
The agenda for the extraordinary general
meeting is as follows:
- Presentation of the chairman of the
meeting
- Proposal for election to the Board
of Directors
Re agenda item 1: Presentation of the
chairman
In accordance with Article 7.1 of the Articles
of Association, the Board of Directors has appointed attorney
Martin Allan Christensen from Accura Advokatpartnerselskab as
chairman at the extraordinary general meeting.
Re agenda item 2: Proposal for election
to the Board of Directors
The Board proposes that the following new
candidates be elected to the Board of Directors: (i) Omar S.
Qandeel, and (ii) Martin Engell-Rossen.
Omar S. Qandeel was born in
Jeddah, Saudi Arabia. After completing secondary education in Saudi
Arabia, Mr. Qandeel pursued higher education in the United States
attaining his Bachelor of Science in Physics from the University of
California at Berkeley in 1985. He then attained a Master of
Science degree in Geological Science and applied Mathematics
awarded in 1990 from the University of Southern California.
Mr. Qandeel is an international businessman who
is primarily focused on social-impact investment and project
development jointly with Asian, European and Middle Eastern
corporations and governments.
Notably, he was an investor in BlueOrchard
Finance, a leading global impact investment managing company
dedicated to debt-financing for microfinance institutions
worldwide. Mr. Qandeel remains a member of the board after its
acquisition by Schroders Group. To date, BlueOrchard has supported
over 200 million people with low income in emerging and frontier
markets.
Mr. Qandeel is an investor in Mister Loo, a
company that aims to digitalize the public toilet sector and to
become the leading service provider in Asia by contributing to
state-of-the-art sanitary facilities and integrated e-health
centers to enhance public health.
In his early career and after working at various
family offices in Saudi Arabia, he developed an interest in
international business and financial investments, which led to his
first investment in Tetra Pak Manufacturing and Privacy Enhancing
Technology in the 2000’s. Mr. Qandeel went on to advise
multinational companies on their Middle-East strategies and
acquisitions, including HERO and Friesland.
Mr. Qandeel subsequently developed his
relationship with Japanese companies including ShinMaywa Industries
Ltd., FUJIFILM Corporation, Kawasaki and Global Mobility Service
Inc., among others, in the roles of consultant and advisor. Mr.
Qandeel's passion for education has led him to gain various
positions in educational institutions. He has been appointed as a
member of the Perlmutter Institute Global Executive Council of
Brandeis International Business School in the USA. He is a
vice-chairman of the international advisory board of the
Universidad Camilo Jose Cela in Spain. He is an advisor of Fujita
Health University in Japan. Lastly, he is a chairman of the
advisory board of the Arrowsmith Program in Canada, and investor in
the European license of the program.
Mr. Qandeel has a very extensive international
network, both clinically and in relation to potential strong
strategic alliances and new investors. If elected, he expects to
focus on securing funding from investors and to support the
Company’s commercial expansion into new markets including the
Middle East and Asia.
In summary of the above, Omar S. Qandeel holds
the following management/advisory positions (as of today):
- Member of the advisory board of
Jose Camellia University
- Member of the advisory board of
Fujita Medical University
- Advisor to the board of
Kawasaki
- Advisor to the board of Shinmaywa
Industries
Martin Engell-Rossen is the
owner of Engell-Rossen Strategy, a consultancy firm focusing on
strategic management and positioning, and is also an active board
member in a number of companies and foundations. Engell-Rossen,
known as Denmark's leading political strategist, was born in 1975
in Glostrup, Denmark and grew up in the southern part of
Denmark.
Mr. Engell-Rossen joined Danfoss A/S in 2020 as
Senior Vice President of Group Communication & Sustainability
and in a short time, lifted Danfoss to the top of the Danish ESG
rankings. Sønderborg, the hometown of the manufacturing company,
was after a year named as the "energy efficiency capital of the
world" by IEA.
He came from a position as Chief of Staff at the
Prime Minister's Office and Special Advisor to the Prime Minister,
Mette Frederiksen, where he also had a seat in the government's
decisive Economic and Coordination Committees. Mr. Engell-Rossen
has been a special advisor to Mette Frederiksen since 2011,
initially in her role as Minister of Employment and later in her
role as Minister of Justice. In between those periods, Mr.
Engell-Rossen was Chief of Staff for the Social Democrats, the
leading opposition party, and was responsible for the development
and execution of the winning strategy that brought the Social
Democrats back to power in 2019.
Furthermore, Mr. Engell-Rossen has held leading
positions at Microsoft Denmark and TDC and was also a partner in a
Danish public affairs agency. Mr. Engell-Rossen's academic
foundation is a Master of Corporate Communication from Copenhagen
Business School (CBS), a Master of Political Science from Aarhus
University, and a Master of International Relations from Jerusalem,
Israel - affiliated with Gothenburg University in Sweden.
Martin Engell-Rossen holds the following
management positions (as of today):
- Founder and owner
of Engell-Rossen Strategy
- Active board member
in Denmark’s sovereign wealth fund, the Export and Investment Fund
of Denmark (“EIFO”)
- Active board member
of Wise Home A/S
- Active board member
of non-profit Koncertvirksomhedens Fond (that owns and operates
Vega, the Music Venue of Copenhagen)
And previously:
- Senior Vice
President, Head of Group Communication & Sustainability at
Danfoss A/S
- Previous board
member of non-profit Go To Sønderborg Foundation
- Chief of Staff of
the Prime Minister’s Office and Special Advisor to Prime Minister
of Denmark, Mette Frederiksen.
- Chief of Staff of
the Social Democratic Party and Special Advisor to the party head,
Mette Frederiksen
- Special advisor to
the Minister of Justice, Mette Frederiksen
- Special advisor to
the Minister of Labor, Mette Frederiksen
- Head of
Communications and member of the management team at Microsoft
Denmark ApS
- Partner and
Co-owner Radius Kommunikation A/S
- Head of the Public
Affairs, Communications Department at TDC A/S
Both candidates are considered independent.
The Board of Directors will then consist of
Christian Vinding Thomsen (Chairman), Martin Engell-Rossen, Omar S.
Qandeel, Lars Gundorph and Peter Vilmann.
It is expected that the Board of Directors will
appoint Martin Engell-Rossen as Deputy Chairman shortly following
the extraordinary general meeting.
Majority requirements
The proposal under item 2 of the agenda may be
adopted by simple majority.
Amount of share capital and
shareholders’ voting rights and participation
At the time of this notice convening the general
meeting, the Company’s total share capital is a nominal amount of
DKK 1,022,963,883 divided into 1,022,963,883 shares of DKK 1,00
each. The Company’s shares are admitted to trading and official
listing on Nasdaq Copenhagen A/S and issued in paperless form
through VP SECURITIES A/S.
Each share of DKK 1,00 gives one vote at the
general meeting.
Shareholders right to attend and vote at the
general meeting is determined on the basis of the shares held by
such shareholder at the record date. The record date is one week
before the general meeting. The shares held by the individual
shareholder are determined at the record date on the basis of
information on the shareholder's shareholding in the register of
shareholders and notices of ownership received by the Company for
the purpose of being registered in the register of shareholders,
but which have not yet been registered in such register. The record
date is 26 October 2023.
In order to attend the general meeting, a
shareholder must have notified his or her participation to the
general meeting in writing to the Company’s office no later than
three days before the extraordinary general meeting, i.e. no later
than October 27, 2023, at 11:59 PM CEST.
Participation is also conditional on the
shareholder having obtained an admission card in a timely manner as
described below.
Admission cards, postal votes and power
of attorney
Every shareholder, or proxy of a shareholder,
must have an admission card in order to attend the general meeting.
Up until October 27, 2023, at 11:59 PM CEST, admission cards to the
general meeting may be requested via the Company's website:
www.pharmaequitygroup.dk, on VP SECURITIES A/S' (Euronext
Securities) website: https://euronext.com/cph-agm, or by written
request via e-mail at CPH-investor@euronext.com. After this time,
admission cards cannot be booked. Any advisors to shareholders must
also be registered by name and within the same period of time to
obtain admission cards to the general meeting.
Instead of casting their votes at the general
meeting itself, shareholders may choose to vote by post (e-mail).
Shareholders who choose to vote by post must send their postal vote
to the Company by e-mail at CPH-investor@euronext.com or register
the postal vote on VP SECURITIES A/S' (Euronext Securities)
website: https://euronext.com/cph-agm, so that the postal vote is
received by the Company no later than November 1, 2023 at 12.00 PM
CET. The postal voting form can be found on
www.pharmaequitygroup.dk. A postal vote received by the Company
cannot be revoked.
Any shareholder may attend the general meeting
by proxy, who must present a written and dated power of attorney.
The power of attorney form can be found on
www.pharmaequitygroup.dk. When submitting a power of attorney, the
completed and signed proxy form must reach the Company no later
than October 27, 2023, at 11:59 PM CEST. The power of attorney can
be sent to the Company by e-mail on CPH-investor@euronext.com or
the power of attorney can be registered on
https://euronext.com/cph-agm.
Additional Information
As of today, (i) the notice, (ii) the
information about the total number of shares and voting rights in
the Company on the date of the notice (contained in this notice),
(iii) the documents to be presented at the general meeting, (iv)
the agenda and the complete proposals (contained in this notice),
(v) as well as the proxy form and form for submitting postal votes
will be available on the Company's website
www.pharmaequitygroup.dk.
Questions from shareholders
Prior to the general meeting, shareholders may
submit written questions until October 27, 2023, at 11:59 PM CEST
to the Company's management on all matters that are of importance
for the assessment of the Company's position or on the matters to
be decided at the general meeting, as well as on the Company's
relationship with the Group's companies. Questions can be sent to
CEO Thomas Kaas Selsø at the e-mail address:
tks@pharmaequitygroup.com.
Sincerely,
Pharma Equity Group
For the Board of Directors
Pharma Equity Group A/s (LSE:0REU)
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