Notice of Extraordinary General Meeting of Medivir AB (publ)
The shareholders in Medivir AB are hereby summoned to the extraordinary general meeting on Thursday 5 May 2011 at IVA’s konferenscenter, Grev Turegatan 16 Stockholm, Sweden.
The extraordinary general meeting will be held immediately following the annual general meeting of the company which starts at 3.00 p.m. at the same location. However, the extraordinary general meeting will not commence earlier than 4.30 p.m.
Participation
Shareholders who wish to participate in the meeting must (a) be recorded in the share register maintained by Euroclear Sweden AB on Friday 29 April 2011, and (b), notify the company of their intention participate in the meeting not later than Friday 29 April 2011 in writing to Medivir AB, PO Box 1086, SE-141 22 Huddinge, Sweden. Such notification can also be made by telephone +46 (0)8-546 831 00, by telefax +46 (0)8-546 831 95, by e-mail enter@medivir.se 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.
Please note that a notification of intention to participate in the annual general meeting (at 3.00 p.m.) does not also include a notification of participation in the following extraordinary general meeting. Shareholders who wish to participate in both meetings must thus notify their intention to participate in both meetings.
As per the day of this notice, there are 28,593,555 shares outstanding in the company, whereof 660,000 class A-shares and 27,933,555 class B-shares corresponding to an aggregate of 34,533,555 votes. The company holds no treasury shares.
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 temporarily re-register their shares in their own names to be entitled to participate in the meeting. Such registration must be duly effected in the share register maintained by Euroclear Sweden AB on Friday 29 April 2011, 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).
Proposed agenda
- 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’s proposal concerning resolution on authorisation for the board to resolve on new issue of shares with reference to the public offer concerning BioPhausia AB (publ).
Authorisation to issue new shares (item 6)
The board proposes that the meeting authorises the board, for the period until the next annual general meeting, on one or more occasions, to resolve on issuance of shares of series B with right and obligation to pay for the new shares by transfer (contribution in kind) to Medivir of shares in BioPhausia in connection with Medivir’s public offer concerning BioPhausia.
Huddinge, April 2011
Medivir AB (publ)
The board of directors