Notice of Extraordinary General Meeting in Intervacc AB (publ)

The shareholders of Intervacc AB (publ), reg. no. 556238-1748 (the “Company”), are hereby invited to the Extraordinary General Meeting (“EGM”) to be held on Friday 31 January 2025 at 3.00 p.m. at Cirio Advokatbyrå, Biblioteksgatan 9, in Stockholm.

The Board of Directors has resolved that shareholders shall have the right, before the EGM, to exercise their voting rights in advance through postal voting pursuant to Chapter 7, Section 4 a of the Swedish Companies Act and the Company’s Articles of Associations. Therefore, shareholders may choose to exercise their voting rights at the EGM by attending by postal voting, in person or through a proxy.

Participation by postal voting

Shareholders who wish to participate in the EGM by postal voting must:

-    both be registered by own name (not nominee registered), in the register of shareholders maintained by Euroclear Sweden AB as per Thursday 23 January 2025,

-    and notify their intention to participate by submitting their postal vote in accordance with the instructions below, no later than Monday 27 January 2025.

Shareholders may exercise their voting rights at the EGM by voting in advance through digital postal voting. For such voting, shareholders must use a digital form which will be available at the Company’s website, www.intervacc.se. Shareholders who do not wish to vote through digital postal voting, may contact the Company to receive a postal voting form that can be filled in by hand and sent to the Company by e-mail to shareholders@intervacc.se (state “Extraordinary General Meeting 2025” in the subject line) or by mail to Intervacc AB (publ), att: Extraordinary General Meeting, Box 112, 129 22 Hägersten. The form must reach the Company by no later than Monday 27 January 2025, irrespective of whether the shareholder use the digital form or order a form that is returned by e-mail or regular mail. Shareholders exercising their voting rights by postal voting do not need to register specifically for the meeting, the submitted voting form will be considered a notification.

Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the EGM in person or through a proxy must give notice thereof to the EGM’s secretariat prior to the opening of the EGM.

Participation in person

Shareholders who wish to participate in the EGM in person must:

-   both be registered by own name (not nominee registered), in the register of shareholders maintained by Euroclear Sweden as per Thursday 23 January 2025,

-    and notify their intention to participate to the Company in accordance with the instructions below, no later than Monday 27 January 2025.

Shareholders who wish to participate at the EGM in person must submit their notice to participate trough a digital form which will be available at the Company’s website, www.intervacc.se. Notification of participation may also be submitted to the Company at the address Intervacc AB (publ), att: Extraordinary General Meeting, Box 112, 129 22 Hägersten, or through e-mail to shareholders@intervacc.se (state “Extraordinary General Meeting 2025” in the subject line). When giving notice to participate, please provide name, personal identity number or company registration number, telephone number and any assistants (maximum two).

Participation by proxy

Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. The power of attorney in the original form shall be submitted to the Company at the above address well in advance of the EGM. A proxy form is available at the Company’s website, www.intervacc.se. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.

Nominee-registered shares

For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation (or submitting their postal vote), such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Thursday 23 January 2025. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that have been completed by the nominee no later than Monday 27 January 2025 will be considered when preparing the share register.

Proposed agenda

1. Opening of the meeting and election of chairperson of the meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Resolution to amend the Articles of Association regarding the limits of the share capital and number of shares.
7. Resolution to approve the Board of Directors’ resolution on a new share issue with preferential rights for the Company’s existing shareholders.
8. Conclusion of the general meeting.

Proposals

Item 1 – Election of chairperson of the meeting

The Board of Directors proposes that Per Hedman, Cirio Advokatbyrå, should be appointed chairperson of the EGM.

Item 6 – Resolution to amend the Articles of Association regarding the limits of the share capital and number of shares

In order to adjust the limits of the share capital and the number of shares in the Articles of Association in light of the new issue of shares with preferential rights for the Company's shareholders that the Board of Directors proposes that the EGM approves under item 7 on the agenda, the Board of Directors proposes that the EGM resolves to amend § 4 and § 5 of the Company's Articles of Association as follows:

A resolution under this item 6 is conditional upon the EGM also approving the Board of Directors’ resolution on a new share issue with preferential rights for existing shareholders under item 7 on the agenda.

The CEO, or the person appointed by the Board of Directors, shall be authorised to make any minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

Majority requirements

A resolution by the EGM to approve this proposal shall be valid only if it is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.

Item 7 - Resolution to approve the Board of Directors’ resolution on a new share issue with preferential rights for the Company’s existing shareholders

The Board of Directors in the Company has resolved on 19 December 2024 to increase the Company's share capital by a maximum of SEK 53,015,384.80 through a new share issue of a maximum of 265,076,924 shares with preferential rights for existing shareholders, subject to subsequent approval by a general meeting.

In light of the above, the Board of Directors proposes that the EGM resolves to approve the Board of Directors' resolution on the rights issue on the following terms:

1. The Company’s share capital shall be increased by a maximum of SEK 53,015,384.80 through an issue of a maximum of 265,076,924 shares.
2. Right to subscribe for the new shares shall, with preferential rights, be granted to those who are registered as shareholders in the Company on the record date for the rights issue.
3. Each shareholder has preferential rights to subscribe for shares in relation to the number of shares previously held. Each existing share entitles the holder to one (1) subscription right and two (2) subscription rights entitle the holder to subscribe for seven (7) new shares.
4. The subscription price per share is SEK 0.85. The part of the subscription price that exceeds the quota value of the shares shall be transferred in its entirety to the unrestricted share premium reserve.
5. In the event that not all shares are subscribed for by use of subscription rights, i.e. preferential rights, the Board of Directors shall, within the framework of the maximum amount of the rights issue, decide on allotment of shares subscribed for without subscription rights. In such case, allotment shall firstly be made to those who have subscribed for shares with subscription rights, regardless of if they were a shareholder on the record date or not, and, in the case of oversubscription, pro rata in relation to the number of shares subscribed for by such persons with subscription rights and, to the extent that this cannot be done, by drawing lots. Secondly, allotment shall be made to others who have expressed an interest in subscribing for shares without subscription rights and, in the event of oversubscription, pro rata in relation to the number of shares that such persons have expressed an interest in subscribing for, and to the extent that this cannot be done, by drawing lots. Thirdly, allotment shall be made to HealthCap IX Investments AB in accordance with the terms and conditions of the so-called top guarantee undertaking entered into with HealthCap IX Investments AB. Fourthly, allotment shall be made to those who have entered into so-called bottom guarantee undertakings, in accordance with the terms and conditions set out in their bottom guarantee undertakings.
6. The record date for determining which shareholders are entitled to subscribe for shares with preferential rights shall be 5 February 2025.
7. Subscription for new shares with subscription rights shall be made by cash payment during the period from 7 February 2025 up to and including 21 February 2025. The Board of Directors shall be authorised to extend the period for subscription and payment.
8. Subscription of new shares without subscription rights shall take place during the same period as the subscription of shares with subscription rights, i.e., during the period from 7 February 2025 up to and including 21 February 2025. Such subscription shall be made on a separate subscription list. Payment for shares subscribed for without subscription rights shall be made in cash no later than three (3) banking days after the contract notes showing the allocation of shares have been sent out. The Board of Directors shall be authorised to extend the period for subscription and payment.
9. The new shares shall entitle to dividend for the first time on the record date for dividend that occurs immediately after the rights issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.

The CEO, or the person appointed by the Board of Directors, shall be authorised to make any minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB or due to other formal requirements.

A resolution under this item 7 is conditional upon the EGM also resolving to amend the Company's Articles of Association in accordance with the proposal under item 6 on the agenda.

Disclosures at the AGM

The Board of Directors and the CEO shall, if requested by any shareholder and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide disclosures at the EGM about conditions that may impact the assessment of an item on the agenda.

Documentation

The Board of Directors’ complete proposals and other documents in accordance with the Swedish Companies Act, will be available at the Company, Västertorpsvägen 135, 129 22 Hägersten, and on the Company’s website, www.intervacc.se, no later than Friday 17 January 2025. The documents will also be sent to shareholders who so request and provide their postal address.

Processing of personal data

For information on how your personal data is processed in connection to the AGM see the privacy policy available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm in December 2024

Intervacc AB (publ)

The Board of Directors

Contact information for Certified Adviser

Eminova Fondkommission AB

E-mail: adviser@eminova.se, Phone: +46 (0)8 – 684 211 10