Information about Summons to Extraordinary General Meeting of Diamyd Medical AB
The following summons to an Extraordinary General Meeting of Diamyd Medical AB will be available at Diamyd Medical’s website www.diamyd.com from Wednesday February 13, 2013.
Summons to Extraordinary General Meeting of Diamyd Medical AB
The shareholders of Diamyd Medical AB (publ) are hereby summoned to the an Extra General Meeting on Wednesday March 13, 2013 at 2.00 pm in Garnisonen Konferens, Karlavägen 100 in Stockholm, Sweden.
Shareholders who wish to attend the meeting must be recorded in the register of shareholders held by Euroclear Sweden AB by Thursday March 7, 2013, and must also notify the Company of their intention to attend the Meeting by mail to Diamyd Medical, Karlavägen 108, SE-115 26 Stockholm, by e-mail to email@example.com or on the Company’s website, www.diamyd.com not later than Thursday
March 7, 2013. The notification must state the shareholder’s name, address, telephone number, personal identity number or company registration number, registered shareholding and the name of any shareholder’s representative. Shareholders whose shares are registered in custodial accounts must ask the custodian to temporarily register the shares in the shareholder’s name (registration of entitlement to vote) to obtain the right to participate in the Extraordinary General meeting. The shares must be registered not later than March 7, 2013.
1. Opening of the Meeting.
2. Election of Chairman.
3. Establishment and approval of the register of voters.
4. Approval of the agenda.
5. Election of one or two persons to certify the minutes.
6. Verification of whether the Extraordinary General Meeting has been duly convened.
7. Proposals from the shareholders:
a) that election of a new Board be held;
b) that new Articles of Association be adopted, with a sole amendment being to paragraph 1, that the Company’s new firm-name be Diamyd Sverige AB (publ);
c) that Diamyd Medical AB’s Board of Directors be instructed to establish a wholly owned subsidiary, with the same number of shares as Diamyd Medical AB and with only one class of shares, and that all of the Company’s share holdings and approximately SEK 40,000 000 in cash to be transferred to this subsidiary;
d) that Diamyd Medical AB enter into liquidation with effect from the day of the Extraordinary General Meeting.
8. Close of Meeting.
Proposals from shareholders:
A group of shareholders (herein referred to as “the Shareholders”) has submitted a proposal to the Board of Directors of Diamyd Medical AB (herein referred to as “Diamyd”) in writing, dated February 8, 2013, that the Board of Directors of Diamyd convene an extraordinary meeting to handle the issues presented in item 7 of the above proposal for the agenda.
The Shareholders claim to represent 8,883,351 Series B shares in Diamyd, corresponding to about 21 percent of the votes and 30 percent of the total number of shares in Diamyd.
The Shareholders’ letter to Diamyd, including the Shareholder’s full proposal regarding liquidation and the list of Shareholders is available from Diamyd and Diamyd’s website, www.diamyd.com.
In accordance with chapter 25 section 4 of the Swedish Companies Act, Diamyd’s Board of directors will formulate a statement concerning events of considerable importance to Diamyd’s position, which may occur after the issue of its Annual Report. This statement, together with the opinion of Diamyd’s auditors of the statement, will be available from Diamyd and Diamyd’s website as of February 20, 2013.
All documents will be sent free of charge to shareholders who request them and provide their postal address.
At the time of the summons, there are 29,597,133 shares, made up of 1,437,876 shares of Series A (1 vote) and
28,141,257 shares of Series B (1/10 of a vote). There are a total of 4,252,001.7 votes.
Stockholm, February 11, 2013
Diamyd Medical AB (publ)
The Board of Directors
For more information, please contact:
Anders Essen-Möller, Chairman Diamyd Medical AB
Phone: 070-551 0679, E-mail:firstname.lastname@example.org
About Diamyd Medical
Diamyd Medical was founded in 1996 and is active in the field of pharmaceutical development. Diamyd Medical is headquartered in Stockholm, Sweden. The Company’s development project consists of the protein GAD for the treatment and prevention of autoimmune diabetes. A Swedish researcher-initiated Phase II study is ongoing to evaluate whether GAD can prevent type 1 diabetes in children who are at high risk of developing the disease.
Diamyd Medical also has holdings in the gene therapy company Periphagen Holdings, Inc. (USA), the vaccine company Protein Sciences Corporation (USA) and the diagnostics company Mercodia AB (Sweden).
Diamyd shares are listed on Nasdaq OMX (segment Small Cap) in Stockholm (ticker: DIAM B) and on OTCQX in the US (ticker: DMYDY) administered by the Pink OTC Markets and the Bank of New York Mellon (PAL). Further information is available on the Company’s website: www.diamyd.com.
This information is disclosed in accordance with the Swedish Securities Markets Act, the Swedish Financial Instruments Trading Act, or the requirements stated in the listing agreements.
Diamyd Medical AB (publ)
Karlavägen 108, SE-115 26 Stockholm, Sweden. Phone: +46 8 661 00 26, Fax: +46 8 661 63 68
E-mail: email@example.com. Reg. no: 556530-1420