Notice of Extraordinary General Meeting of Ortivus AB Shareholders, March 8 2010.

Report this content

Shareholders in Ortivus AB (publ), 556259-1205, are hereby notified to attend the Extraordinary General Meeting at 14 p.m. on Monday 8 March 2010, at the Ortivus office, Karlsrovägen 2D, Danderyd. Right to attend the Extraordinary General Meeting Shareholders who wish to attend the Extraordinary General Meeting shall: - be entered in the register of shareholders maintained by VPC (The Swedish Securities Reg-ister Centre) by March 2, 2010 - give notice of attendance to Ortivus AB, P.O. Box 713, SE-182 17 Danderyd, Sweden, tele-phone +46-8-446 45 00, telefax +46-8-446 45 19, e-mail info@ortivus.com, no later than 4 p.m. Thursday March 4, 2010. Notification should include the shareholder's name, personal identification or company registration number, shareholding, any representative or assistance (maximum 2), contact data. Shareholders represented by proxy must present their proxy in original at the General Meet-ing. Proxy form can be found on the company website, www.ortivus.com. Representatives for legal entities must present a copy of the relevant certificate of registration or equivalent au-thorization documents showing qualified signatories. Shareholders whose shares are registered in the name of a nominee must temporarily register their shares in their own name in order to be entitled to participate at the Extraordi-nary General Meeting. Such registration must be done well before March 2, 2010. The total number of shares in the Company is 20.708.188, of which 1.108.455 are A shares and 19.599.733 B shares, in total equivalent to 30.684.283 votes. Proposal for Agenda 1. Opening of the Extraordinary General Meeting 2. Election of meeting chairman 3. Preparation and approval of voting register 4. Adoption of agenda 5. Election of one or two persons to check the minutes 6. Confirmation that the meeting has been duly and properly convened 7. Resolution to approve the Board of Directors proposal of sale of subsidiaries 8. a) Decisions concerning the Board of Directors proposal for cancellation of 350,000 earlier issued warrants 2008/2011 and decision on the issuance of 350,000 new warrants b) Decisions concerning the Board of Directors proposal to issue new warrants 9. Other issues 10. Closing of the Extraordinary General Meeting The Board of Directors proposal Resolution related to the proposal from the Board of directors regarding sale of subsidiary (item 7) The Board of Directors proposes that the 2010 Extraordinary General Meeting to approve the company's sale of all its shares in the wholly owned subsidiaries Ortivus Inc. in the U.S. and Ortivus Inc in Canada. The purchase price has been determined to 11.5 million (approxi-mately 83 MSEK). Decisions concerning the Board's proposal for cancellation of 350,000 previously issued warrants 2008/2011 and the decision on the issuance of 350,000 new warrants (8a) As part of an overhaul of the company's existing incentive programs, the Board proposes that the subscription period is extended until December 30, 2012 for 350,000 pcs of warrants 2008/2011 in Ortivus AB (publ) (of a total of 500,000 pcs warrants) issued at the Extraordi-nary General Meeting of the Company June 27, 2008 and held by the company's CEO and two senior executives in the company. In those circumstances, the Board proposes that the Extraordinary General Meeting decides to extinguish the 350,000 st warrants 2008/2011 in Ortivus AB (publ) held by the company's CEO and two other senior executives and to their replacement by more than 350,000 pcs of new warrants to be issued on comparable terms as the warrants 2008/2011 with the only change to the subscription period is extended from 30 June 2011 to 30 December 2012. The proposal does not have an additional dilution effect when the corresponding number of warrants proposed to be extinguished issued. Decisions concerning the Board of Directors proposal to issue new warrants (item 8b) The Board proposes that the Meeting resolves to issue 400,000 new warrants and agrees that the issue warrants transferred to the company's CEO and other senior executives within Orti-vus in the following principal terms: * The warrants shall be with preferential rights signed by the wholly owned subsidiary Ele-mentanalys - Analytica AB or another wholly owned subsidiary, which, after instructions from the Board of Ortivus shall transfer the warrants to the company's CEO and other senior executives within Ortivus. The term of the warrant is presented Until the 30 December 2012. * Each option carries the right to subscribe for one (1) new class B share in Ortivus period from December 1, 2012 until Until December 30, 2012 for a subscription price to be deter-mined as follows. The issue price shall be equal to 145% of the average of each trading day during the period March 3, 2010 to March 13, 2010 volume-weighted average of the day the price paid for the company's B shares on the OMX Nordiska Börs (Small Cap). For the full subscription and exchange of all 400,000 warrants, the company's share capital will increase by SEK 2,000,000 divided into 400,000 Each Class B shares equivalent to a di-lution effect of approximately 1.9%. The purpose of the proposal to issue warrants as per above is to be able to offer the company CEO as well as other key managers of Ortivus AB an incentive with a potential to share the future financial growth in accordance with the proposal in full, available in swedish at the company website (www.ortivus.com) For approval, the proposal must according to chapter 16 in the Companies Act be supported by at least 9/10 of the shares as well as the votes represented in the Extraordinary General Meeting. Documents More information about the divestiture of the North Ameircan subsidiaries (in Swedish and English) as well as the full proposal to the shareholders meeting from the Board of Directors related to item 7-8 (in Swedish) will be available at the Company´s office. Danderyd in february 2010 Ortivus AB (publ) The Board of Directors

Documents & Links