Invitation to Extraordinary General Meeting of Vigmed Holding AB (publ)
The shareholders of Vigmed Holding AB are hereby invited to an Extraordinary General Meeting Thursday, November 12, 2015 at 3 pm (15.00) at the company's headquarters at Garnisonsgatan 10, Helsingborg.
ENTITLEMENT TO PARTICIPATE AND NOTIFICATION
Shareholders wishing to attend the general meeting must both be recorded in the share register maintained by Euroclear Sweden AB as per Friday, November 6, 2015, and notify the company that they intend to participate no later than Friday, November 6, 2015, at 2 pm (14:00). Notification can be made by phone (+46 (0)42 280090), by e-mail (finance@vigmed.com) or by post to Vigmed Holding AB, Garnisonsgatan 10, 254 66 Helsingborg, Sweden. Mark the envelope "Extraordinary General Meeting".
Notifications should state name, address, phone number, personal or corporate identity number and registered shareholding. Notification of attendance for the extraordinary general meeting and information on proxies and assistants are registered in Vigmed Holding’s Meeting System in order to create a voting list for the general meeting. Proxies should be in writing and submitted latest on the general meeting together with certificate of incorporation, if applicable. Proxy forms are available on the company’s website www.vigmed.com.
NOMINEE-REGISTERED SHARES
Shareholders with nominee registered holdings with banks or other nominees must temporarily re-register their shares in their own name in order to attend the meeting. Any such re-registration must be completed no later than Friday, November 6, 2015. This means that shareholders, well in advance of that date, must notify the nominee of their wish for temporary re-registration.
PROPOSED AGENDA
- 1. Opening of the meeting
- 2. Election of a Chairman of the Meeting
- 3. Preparation and approval of the voting list
- 4. Approval of the agenda
- 5. Election of one or two persons to verify the minutes
- 6. Determination of whether the meeting has been duly convened
- 7. Resolution on a new share issue
- 8. Closing of the meeting
PROPOSED RESOLUTIONS
ITEM 2: ELECTION OF CHAIRMAN OF THE MEETING
Proposal to elect Mikael Karlsson as the Chairman of the Meeting.
ITEM 7: RESOLUTION ON A NEW SHARE ISSUE
The Board of Directors proposes that the general meeting resolves on a new share issue of not more than 21 916 666 shares resulting in an increase of the share capital by not more than SEK 442 340.06. The company’s shareholders shall have preferential right to subscribe for new shares in relation to their previous shareholdings whereby two (2) shares shall entitle to subscription of one (1) new share. The subscription price shall be SEK 2.60 per share.
In the event not all of the shares are subscribed for pursuant to preferential rights, the board of directors will determine how the shares not subscribed for pursuant to preferential rights shall be allotted. Allotment shall thereby be made primarily to persons who subscribed for shares with subscription rights regardless of whether or not such persons were shareholders as of the record date, and in the event of oversubscription, allotment shall be made pro rata in proportion to the number of subscription rights exercised by such persons to subscribe for shares. Any remaining shares shall be allotted to the persons who have subscribed for shares without preferential rights and in the event of oversubscription, allotment shall be made pro rata in proportion to their subscription. To the extent this is not possible; allotment shall be made by drawing of lots. Any thereafter remaining shares shall be allotted to those who have provided guarantees for the subscription of shares, pro rata in relation to the guarantee provided.
The record date for entitlement to participate in the rights issue with pre-emptive right shall be 19 November 2015. Subscription for shares by exercise of subscription rights shall be made by simultaneous cash payment during the period as from 23 November 2015 up to and including 7 December 2015. Subscription for new shares without subscription rights shall be submitted during the same period on a separate subscription list. Payment for new shares subscribed for without subscription rights shall be made in cash no later than on the third bank day from dispatch of the contract note setting forth the allotment of shares. The Board of Directors shall be entitled to extend the period for subscription and payment. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
AVAILABLE DOCUMENTS AND COMPLETE PROPOSALS
The Board of Directors’ proposal on a new share issue according to item 7 in the agenda, and further documents to be held available according to the Swedish Companies Act, are available from October 29, 2015, to shareholders for inspection at the company's headquarters, Garnisonsgatan 10 in Helsingborg, Sweden, and on Vigmed’s website www.vigmed.com. Copies of these documents will be sent to shareholders upon request.
INFORMATION AT THE GENERAL MEETING
The Board of Directors and the Managing Director shall, upon request by a shareholder and subject to the Board of Directors finding that it will not cause significant harm to the company, provide information at the general meeting in respect of any circumstances which may affect the assessment of a matter on the agenda.
NUMBER OF SHARES AND VOTES
The number of registered shares in the company at the date of the notice totals 43,833,332, representing 43,833,332 votes. The company does not hold any treasury shares.
Helsingborg, 27 October 2015
Vigmed Holding AB (publ)
For further information contact:
Chairman of the board, Lennart Holm +46 70 630 8562 or CEO, Henrik Olsen +46 76 349 7364
Vigmed is a Swedish medical technology company whose mission is to eliminate needlestick injuries and the associated risk of cross infections with blood-borne infectious diseases by offering the market unique needle-protected products. Vigmed is headquartered in Helsingborg, Sweden. Vigmed’s share is traded on NASDAQ OMX First North in Stockholm (ticker VIG) and has approximately 5 500 shareholders. Remium Nordic AB is the Company’s Certified Advisor.
Additional information about the company can be found on Vigmed’s website: www.vigmed.com/investor
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