Notice of Extraordinary General Meeting of Medivir AB (publ)
The shareholders in Medivir AB are hereby summoned to an Extraordinary General Meeting on Friday 26 January 2018 at 3 pm CET at the offices of Advokatfirman Vinge, Smålandsgatan 20, Stockholm.
Shareholders who wish to participate in the Meeting must (a) be recorded in the share register maintained by Euroclear Sweden AB on Saturday 20 January 2018 (note that since the record date is a Saturday, the shareholder needs, in practice, to be recorded in the share register already on Friday 19 January 2018), and (b) notify the company of their intention to participate in the Meeting not later than on Monday 22 January 2018 in writing to Medivir AB, c/o Euroclear Sweden, P.O. Box 191, SE-101 23 Stockholm, Sweden. Such notification can also be made by telephone +46 (0)8-402 92 37 or via the company’s web site at www.medivir.se. The notification shall set forth the name, address, telephone number (daytime), personal/corporate identity number, the number of shares held and, when applicable, information about representatives and assistants.
As per the date of this notice, there are 20,318,977 shares outstanding in the company, whereof 474,769 series A shares and 19,844,208 series B shares, corresponding to an aggregate of 24,591,898 votes. The company holds 11,413 treasury shares of series B.
Shareholders represented by proxy shall issue a written and dated power of attorney for the proxy or, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate for the legal entity (or corresponding document), evidencing the authority to issue the proxy, shall be appended. The original of the power of attorney and, when applicable, the registration certificate should be sent to the company at the address indicated above, well before the Meeting. A proxy form is available at the company’s website, www.medivir.se, and is sent to shareholders who so request.
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names to be entitled to participate in the Meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB on Friday 19 January 2018 (since the record date is a Saturday), and the shareholders must therefore advise their nominees well in advance of this date.
The shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).
- Opening of the Meeting.
- Election of chairman of the Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of two persons to approve the minutes of the Meeting.
- Determination of whether the Meeting has been duly convened.
- The Board of Directors’ proposal regarding resolution on authorization for the Board to resolve on new issue of shares with deviation from the shareholders’ pre-emptive rights.
- The Board of Directors’ proposal regarding resolution on authorization for the Board to resolve on new issue of shares with pre-emptive rights for the shareholders.
Authorization on new issue with deviation from the shareholders’ pre-emptive rights (item 7)
The Board of Directors proposes that the Meeting resolves to authorize the Board, for the period up to the Annual General Meeting 2018, to resolve to issue new shares of series B with deviation from the shareholders’ pre-emptive rights. The total number of shares that may be issued under the authorization shall total not more than 20 percent of the number of shares of series B issued as per the date of the Meeting.
The reasons for the authorization, including the deviation from the shareholders’ pre-emptive rights, are to increase Medivir’s flexibility and possibility to advance more rapidly the development of the company’s clinical portfolio and to be able to harvest on Scandinavian and international investor interest shown to the company.
Authorization on new issue with pre-emptive rights for the shareholders (item 8)
The Board of Directors proposes that the Meeting resolves to authorize the Board, for the period up to the Annual General Meeting 2018, to resolve to issue new shares of series B. The total number of shares that may be issued under the authorization shall be within the limits of the articles of association, as applicable from time to time, and shall be issued with pre-emptive rights for the company’s shareholders.
The reasons for the authorization are to increase Medivir’s flexibility and possibility to advance more rapidly the development of the company’s clinical portfolio and to enable the Board of Directors to issue new shares of series B without diluting the holdings of the company’s existing shareholders.
Issuances of new shares under the authorizations shall be made on market terms and conditions. The authorizations replace the authorization granted by the Annual General Meeting 2017.
For further information on the background to the authorizations, refer to Medivir’s press release on 2 January 2018.
Stockholm, January 2018
Medivir AB (publ)
The Board of Directors