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Q&A about the distribution of OncoZenge

Timetable
 

February 3, 2021                          Last trading day in Moberg Pharma with the right to receive shares in OncoZenge

February 4, 2021                          First trading day in Moberg Pharma without the right to receive shares in OncoZenge

February 5, 2021                          Record date for the Lex Asea distribution of OncoZenge shares

February 8, 2021                          Publication of prospectus, available on OncoZenge's website
                                                         (www.oncozenge.com)

February 12, 2021                        First day of trading on Nasdaq First North Growth Market

February 15, 2021                        Last trading day in OncoZenge with the right to receive subscription rights

February 16, 2021                        First trading day in OncoZenge without the right to receive subscription rights

February 17, 2021                        Record date for participation in the Rights Issue

February 19 – March 5, 2021     Subscription period

February 19 – March 2, 2021     Trading in subscription rights

March 9, 2021                               Publication of the outcome of the Rights Issue that is heavily oversubscribed and no issue guarantees have been exercised


Q&A

1.Why is Moberg Pharma distributing OncoZenge to its shareholders?

The distribution provides the opportunity to capture the full potential in the product BupiZenge® (BUPI) in a separate company and thereby create significant value for the shareholders.

2. How does the distribution work?

As a shareholder in Moberg Pharma, you will automatically receive a distribution of shares in OncoZenge. The shares will be deposited in the same brokerage account where you have your holding in Moberg Pharma. The so-called Lex Asea distribution does not trigger taxation on the distribution date.

3. When will I receive my shares in OncoZenge?

The shares will be distributed on February 9.

4. What is the plan for OncoZenge?

The next step for BupiZenge® is a clinical Phase 3 study that can serve as the basis for registration in the European market as well as additional markets. A Phase 3 study is expected to commence early in 2022 with the results obtained in 2023. To finance the clinical study as well as OncoZenge’s other operations until clinical data can be reported, around SEK 60 million in financing will be needed.

5. How many new shares will I receive for my existing holding in Moberg Pharma?

For every 10 shares you have in Moberg Pharma, you will receive 1 share in OncoZenge. If your shareholding is not evenly divisible by ten, you will receive a fraction of a share. All such fractions will be combined into whole shares and then sold through the agency of Erik Penser Bank. The sales proceeds will be paid out in cash via Euroclear, without deducting brokerage fees, a couple of days after the first day of trading.

Example A:

A has 100 shares in Moberg Pharma as of February 5, 2021. A therefore receives 100/10 = 10 shares in OncoZenge.

Example B:

B has 107 shares in Moberg Pharma as of February 5, 2021. B therefore receives 10 shares in OncoZenge as well as a cash payment for the value of the fraction not divisible by 10, in this case 7/10=0.7 shares.

6. If I buy a share after February 5, 2021, what happens?

Only shareholders in Moberg Pharma registered as of February 5 have the right to a distribution of OncoZenge. To be a registered shareholder in Moberg Pharma as of February 5, the shares must be acquired not later than February 3. This means that shares in Moberg Pharma purchased after February 3, 2021 are not entitled to shares in OncoZenge from the distribution.

7. Will the subscription price for warrants 2020:1 (ISIN: SE0015195524) be adjusted after OnzoZenge is distributed?

The Lex Asea dividend of the shares does not trigger restatement of the subscription price under the terms of the warrants. The subscription price for the warrants will be the higher of (i) SEK 6.47 (the subscription price in the Rights Issue), and (ii) 70 per cent of the volume weighted average price for the Company’s share on Nasdaq Stockholm during the period 28 February 2022 up to and including 11 March 2022.

8. What happens after the Lex Asea distribution?

OncoZenge will be listed on Nasdaq First North with a preliminary first day of trading of February 12 and then carry out a fully guaranteed rights issue of SEK 60 million.

As an owner of OncoZenge shares, you will have the opportunity to participate in the rights issue proportionate to your ownership interest in OncoZenge, by subscribing with the support of the subscription rights you have received.

9. When is the rights issue in OncoZenge?

The record date for participation in the rights issue in OncoZenge is February 17. The subscription period for the rights issue then runs during the period February 19 – March 5.

10. What are the terms and conditions of the rights issue in OncoZenge?

The right to subscribe for shares with preferential rights shall vest to those who are registered as shareholders in OncoZenge on the record date for the rights issue, whereby one (1) existing share in OncoZenge entitles to one (1) subscription right and one (1) subscription right entitles to subscription of one (1) new share. The subscription price amounts to SEK 10.25 per share.

11. How do I participate in the rights issue in OncoZenge?

Shareholders who are directly registered on the record date, February 17, will automatically be sent to their home address a printed issue statement with an attached payment form.

·         To use all your allotted subscription rights to subscribe for shares, use the printed payment form for subscription through payment.

·         To subscribe using a number of subscription rights other than the number indicated on the printed payment form, use the special application form for subscription with the support of subscription rights, which will be available on OncoZenge’s website (www.oncozenge.se) as of February 19.

·         To subscribe without the support of subscription rights, use the application form for subscription without the support of subscription rights, which will be available on OncoZenge’s website (www.oncozenge.se) as of February 19.

Shareholders whose shares are nominee-registered with a bank or other nominee will not receive an issue statement. Subscription and payment must be made in accordance with the instructions from each nominee. Note that the procedure for unutilized subscription rights may vary depending on the nominee, and in certain cases the subscription rights are automatically sold if the nominee is not contacted well in advance of the conclusion of the subscription period. For more information on each nominee’s subscription procedures with or without the support of subscription rights, the nominee should be contacted well in advance of the conclusion of the subscription period.

12. What is the total dilution effect?

For shareholders who do not participate in the rights issue in OncoZenge, there is a maximum dilution effect of approximately 50 percent upon full subscription of the rights issue. However, shareholders have the opportunity to receive partial financial compensation for this dilution by selling their rights.