Notice of Extraordinary General Meeting
Please be informed that the Extraordinary General Meeting (EGM) of Scandinavian Clinical Nutrition i Sverige AB (publ) (”the Company” or “SCN”) will be held on Monday, December 29, 2008 at 14.00 at Holländargatan 27, Stockholm, Sweden
Attendance at the EGM
A shareholder wishing to attend the EGM needs to be listed as shareholder in a printed or otherwise presented version of the complete Share Register of the company depicting the conditions on Friday, December 19, 2008, and to register his or her intention to attend the meeting with the Company by mail, fax or e-mail no later than 16.00 on Tuesday, December 23, 2008 (attendance form and proxy form are attached to this notice).
Shareholders whose shares are registered with a trustee must temporarily see to that the shares are registered with the Swedish VPC in his or her own name (so-called temporary voting registration) to be entitled to attend the EGM. Such registration (which normally takes a few days), needs to be effected no later than Friday, December 19, 2008, and should therefore be requested from the trustee well in advance.
Shareholders not registered in VPC in Sweden and wishing to participate at the EGM must return the attendance form (available on the Company’s website, www.scnutrition.com) to DnB NOR Bank ASA by mail (DnB NOR Bank ASA, Verdipapirservice, Stranden 21, 0021 Oslo, Norge) or fax (+4722949020) no later than 12.00 on Thursday, December 18, 2008. DnB NOR Bank ASA will then temporarily register the shares at VPC in the name of the shareholder. Shareholders who only return the attendance form to the Company will not be entitled to vote at the EGM.
Notice of attendance at the EGM
Any shareholder wishing to attend the EGM is kindly asked to fill out and send the attendance form available on www.scnutrition.com by mail or fax to the Company no later than at 16.00 on Tuesday, December 23, 2008. It is also possible to send the details via e-mail.
Shareholders wishing to attend the EGM by way of proxy are asked to fill out and send the proxy form available on www.scnutrition.com to the Company, with all necessary documentation attached.
This notice including both forms has been sent to all shareholders with known address, and will be sent free of charge to shareholders who so request and state their postal address or e-mail.
Address:
Scandinavian Clinical Nutrition AB
Holländargatan 27
SE-113 59 Stockholm
SWEDEN
Fax: +46 8 31 98 10
E-mail: info@scnutrition.com
Assistance
Shareholders who intend to bring one or two assistants to the EGM shall notify this to the Company as stated above.
Number of shares and votes
The shares and votes in the Company are 16,023,284.
Proposed agenda
The Board proposes that the EGM follow the order outlined below as its agenda:
1. Opening of the EGM and election of a Chairperson
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes with the Chairperson
4. Examination and determination that the meeting has been properly convened
5. Approval of the agenda
6. Approval of the divesture of shares in Scandivir AB
7. Closing of the EGM
Proposed decision
Item 6 – Approval of divesture of shares in Scandivir AB
SCN has sold 13.5 percent of the Company’s total 70-percent holding in Scandivir AB to Anders Uddén, member of the Board of Directors (3,000 shares), and to Carl-Gustav Ingelman, former member of the Board of Directors (10,500 shares), for a total of MSEK 13.5, implying a total value of Scandivir AB at the time of the divesture of MSEK 100. Scandivir is working with development of diagnostic tests for the obesity virus Ad-36, as well as research around antiviral substances (for example SCN’s patented substance NGNA/N5G) to find treatments for common cold and other virus related diseases. Scandivir was founded in April, 2008 by SCN and the American obesity researcher Professor Richard L. Atkinson, and incorporates an extensive IP portfolio around virus related diseases, of which obesity is one, as well as SCN’s patented antiviral compound NGNA/N5G. Intense R&D work is currently conducted in USA by the Obetech lab staff at the University of Virginia, with support from the company’s network of scientists at Karolinska Institutet in Sweden. The goal is to launch a diagnostic test during 2009, and antiviral treatments soon thereafter. The Company has received a valuation from Strict Corporate Finance. The valuation indicates that the divesture of shares has been made on market based conditions. The Board of Directors therefore suggests that the EGM approve the divesture. The approval of the EGM shall be with 9/10 majority.
Miscellaneous
The complete proposal from the Board of Directors including the fairness opinion according to Item 6 will be held available from December 15, 2008, and will also be sent free of charge to shareholders who so request and state their postal address.
Stockholm in December 2008
The Board of Directors
Scandinavian Clinical Nutrition i Sverige AB