Combigene

The Board of Directors of CombiGene AB (publ) ("CombiGene" or the "Company") has received proposals for the Extraordinary General Meeting (the "EGM") intended to be convened as announced by the Company in a press release on 28 October 2024. The proposals received from the Company’s largest shareholder, Strategic Partners A/S (formerly Orphazyme A/S), are to elect a new Board of Directors and expand the Company's business purpose in the Articles of Association to also include the opportunity to enter into strategic partnerships with other companies in other industries.

In connection with CombiGene’s disclosure on 28 October 2024, to sharpen its strategic focus and implement a cost reduction program, the Board of Directors disclosed its intention to convene an EGM.
 
It is the strategic intention of the current Board of Directors that CombiGene continues as an innovation company in biotechnology with a focus on advancing the COZY program (COZY01 and COZY02) toward a value inflection point. To optimally make use of the Company’s human resources and to increase the Company’s financial flexibility, which may result in certain revenues that can extend the Company’s financial runway, the Board of Directors intends to propose that the EGM expands the Company's business purpose in the Articles of Association to also include the possibility to sell services in the field of pharmaceutical research and development. The Board’s proposal to the EGM will be conditional upon the EGM not resolving to elect a new Board and change the business purpose in the Articles of Association in accordance with the proposal that has now been received from Strategic Partners A/S.
 
Strategic Partners A/S, holding more than 10 percent of the shares and votes in the Company, has presented proposals to the Board of Directors to be included in the notice to convene the EGM. The proposals include the election of a new Board of Directors consisting of three (3) ordinary Board members and one (1) Deputy Board member. The candidates to be proposed as new Board members will be announced at least two (2) weeks before the EGM. Furthermore, it is proposed that the Board of Directors initiates a strategic review with the focus of maximizing the value of the current two (2) development initiatives (CG01/Cozy), the current cash position in the Company, and the value of the listing, which, based on the outcome, may result in a plan for divestitures, reverse mergers, or other strategic transactions. For this reason, it is proposed to the EGM to expand the Company’s business purpose in the Articles of Association to include the opportunity to enter into strategic partnerships with other companies in other industries.
 
The Board of Directors will issue a notice to convene the EGM in a separate press release.