Notice of extraordinary general meeting of Vicore Pharma Holding AB (publ)
The shareholders in Vicore Pharma Holding AB (publ), reg. no. 556680-3804 (the “Company”), are hereby summoned to attend an Extraordinary General Meeting (“EGM”) on Monday 7 January 2019 at 14.00 CET nearby the Company’s premises at c/o Astra Zeneca, Paul G Nordström Center, Pepparedsleden 5, 431 83 Mölndal, Sweden. Registration starts at 13.30 CET.
Notification of participation
Shareholders who wish to participate in the EGM
must be registered in the register of shareholders maintained by Euroclear Sweden AB no later than Monday 31 December 2018 (please note that as the record day is New Years Eve, the shareholders must be entered into the share register already on Friday 28 December 2018), and
must notify their intent to participate at the EGM, in writing, to the Company, attn. Nina Carlén, c/o Bioventurehub, Pepparedsleden 1, 431 83 Mölndal, Sweden or by e-mail to firstname.lastname@example.org, no later than Wednesday 2 January 2019.
A notification to attend should include complete name, personal identification number or corporate registration number, shareholding, address, daytime telephone number as well as information of, if applicable, any proxy and/or assistant (maximum 2). The notification to attend shall include, if applicable, proxy forms, registration certificates and other authorization documents. Information submitted in connection with the notification will be computerised and used exclusively for the extraordinary general meeting. See below for additional information on the processing of personal data.
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 in order to be entitled to attend the shareholders’ meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB on Monday 31 December 2018, and the shareholders must therefore advise their nominees well in advance of this date.
Shareholders who wish to be represented by a proxy must issue a dated proxy form for the proxy. Proxy forms may be obtained through the company and are available on the Company's website, www.vicorepharma.com. If the proxy form is issued by a legal entity, a certified copy of the registration certificate of that legal entity, or the equivalent of such registration certificate, shall be enclosed. The proxy form and the registration certificate shall not be older than one year if no longer validity period is given on the proxy form, however, no longer validity than five years. The proxy form in original as well as any certificate of registration should be submitted to Vicore Pharma Holding AB in due time prior to the EGM.
1) Opening of the meeting
2) Election of chairman of the EGM
3) Preparation and approval of the voting list
4) Election of one or two officers to verify the minutes
5) Determination of whether the EGM has been duly convened
6) Approval of the agenda
7) Resolution to change the articles of association
8) Resolution to approve the board of directors’ resolution to issue shares
9) Closing of the meeting
The board of directors’ proposals
Item 7 – Resolution to change the articles of association
The board of directors proposes that the general meeting resolves to change the articles of association in accordance with the following.
It is proposed to change the articles of association with regard to the limits on share capital, from the current minimum of SEK 5 000 000 and maximum of SEK 20 000 000 to a minimum of SEK 10 000 000 and a maximum of SEK 40 000 000. § 4 of the articles of association shall therefore have the following wording: ”The share capital shall be a minimum of SEK 10 000 000 and a maximum of SEK 40 000 000.”
Furthermore, it is proposed to change the articles of association with regards to the limits on number of shares, from the current minimum of 10 000 000 and maximum of 40 000 000 to a minimum of 20 000 000 and a maximum of 80 000 000. § 5 of the articles of association shall thereby have the following wording: ”The number of shares of the company shall be a minimum of 20 000 000 and a maximum of 80 000 000.”
In order to enable for the company to, in addition to Mölndal, hold general meetings in Stockholm or Gothenburg, the board of directors proposes that provision § 10 of the articles of association shall be changed. The changes of § 10 of the articles of association entail that the heading “Matters at annual general meeting” is changed to “General meetings” and that the following addition shall be made to the current provision § 10 of the articles of association: ”General meetings shall be held in Mölndal, Stockholm or Gothenburg.”
In addition to the changes set out above the board of directors proposes a number of editorial changes, such as adjustments in accordance with the Swedish Companies Act in § 8 and § 9 of the articles of association, as well as an updated reference to that act in § 12 of the articles of association.
Item 8 – Resolution to approve the board of directors’ resolution to issue shares
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution from 30 November 2018 to increase the Company’s share capital with not more than SEK 4,707,352.954298 by way of a directed issue of not more than 9,414,706 new shares. The resolution shall otherwise be governed by the following terms and conditions. The right to subscribe for the new shares in the issue shall, with deviation from the shareholders’ pre-emption rights, be granted a limited number of institutional investors, that have been identified through a so-called private placement procedure. The reasons for the deviation from the shareholders’ pre-emption rights are that the Company shall be able to, in a timely manner, secure the capital need for the Company’s operations, as well as to broaden the ownership structure of the Company with institutional investors. The subscription price shall be SEK 17 per share. The issue price has been determined through the private placement procedure.
Subscription and payment for the newly issued shares shall be made no later than on 4 December 2018. Subscription shall be made on a separate subscription list. The board of directors shall have the right to extend the subscription and payment periods. The new shares entitle to dividends for the first time on the first record date for dividend following the registration of the issue of new shares. The board of directors, or any other person appointed by the board of directors, shall have the right to make any adjustments or amendments of the above resolutions which may be required in connection with the registration of such resolutions and to take any measures deemed necessary for the execution of the resolutions.
In order for the issue to be executed in full, the general meeting must resolve to amend the articles of association in accordance with the board of directors’ proposal under item 7.
Number of shares and votes
As per the date of this notice the total number of shares and votes outstanding in the Company amounts to 32,960,008. The Company holds no treasury shares.
Resolutions in accordance with items 7 and 8 above require approval of at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting.
At the request of any shareholder and provided that the board of directors deems that it can be performed without any significant damage to the Company, the board of directors and the CEO will provide information on the circumstances that may impact the assessment of an agenda item.
Complete proposals for resolutions
The complete proposals for the resolutions as well as any other documents which must be available under the Swedish Companies Act, including the proposed articles of association, will be available for shareholders, and can be obtained, from the Company’s office and on the Company’s website, www.vicorepharma.com from 17 December 2018.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
This is an unofficial translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Mölndal, November 2018
Vicore Pharma Holding AB (publ)
The Board of Directors
This information was submitted for publication on 30 November 2018 at 08.15 CET.