The shareholders of Medivir AB, reg. no. 556238-4361, with its registered office in Huddinge, Stockholm, are hereby summoned to the extraordinary general meeting on Thursday 11 March 2021.
In order to mitigate the spread of Covid-19, the board of directors has decided that the extraordinary general meeting will be conducted by advance voting only, without physical presence of shareholders, proxies and third parties.
Medivir welcomes all shareholders to exercise their voting rights at this extraordinary general meeting through advance voting on the basis of temporary statutory rules, according to the procedure set out below. Information on the resolutions passed at the extraordinary general meeting will be published on 11 March 2021, as soon as the result of the voting has been finally confirmed.
In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the extraordinary general meeting so resolves or if shareholders with at least one tenth of all shares in the company so request. The shareholders are reminded of their right to request information according to chapter 7, section 32 of the Swedish Companies Act.
Preconditions for participation in the extraordinary general meeting
Shareholders who wish to participate, through advance voting, in the extraordinary general meeting must (a) be recorded in the share register maintained by Euroclear Sweden AB on Wednesday 3 March 2021, and (b) notify the company of their intention to participate in the extraordinary general meeting by casting their advance vote in accordance with the instructions under the heading “Advance voting” below, so that the advance voting form is received by Euroclear Sweden AB no later than on Wednesday 10 March 2021.
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 to be entitled to participate in the general meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB on Friday 5 March 2021, and the shareholders must therefore advise their nominees well in advance of this date.
Advance voting
The shareholders may only exercise their voting rights at the general meeting by voting in advance, so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on Medivir’s website, www.medivir.se. The advance voting form is considered as the notification of participation.
The completed voting form must be received by Euroclear Sweden AB no later than Wednesday 10 March 2021. The form may be submitted via e-mail to GeneralMeetingService@euroclear.eu or by post to Medivir AB, “Extraordinary general meeting”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via Medivir’s website. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
For questions regarding the general meeting or to have the advance voting form sent by post, please contact Euroclear Sweden AB on telephone +46 (0)8 402 92 37 (Monday-Friday, 08.30-16.00 CET).
Proposed agenda
- Election of chairman of the general meeting.
- Election of a person to approve the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Determination as to whether the general meeting has been duly convened.
- Resolution on a directed issue of shares.
Election of chairman of the general meeting (item 1)
The board of directors has proposed that Helena Levander, or the person appointed by the board of directors if she has an impediment to attend, is elected chairman of the general meeting.
Election of a person to approve the minutes (item 2)
Anders Hallberg, or the person appointed by the board of directors if he has an impediment to attend, is proposed to be elected to approve the minutes together with the chairman. The task of approving the minutes also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the general meeting.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval under item 3 of the agenda is the voting list drawn up by Euroclear Sweden AB on behalf of the company, based on the general meeting’s share register and advance votes received, as verified and recommended by the person approving the minutes.
Resolution on a directed issue of shares (item 6)
As announced on 7 February 2021, the board of directors proposes that the general meeting resolves to raise approximately SEK 27,828,000 by a directed issue of not more than 3,600,000 new class B shares. The right to subscribe for the new class B shares in the directed issue shall, with deviation from the shareholders’ pre-emption rights, be granted LINC AB. The purpose of the issue, and the reason for the deviation from the shareholders’ preferential right, is to strengthen the company’s institutional shareholder base and the proceeds will be used to accelerate the company’s existing business plan, mainly focusing on the development of MIV-818. The shares shall have a subscription price per share of SEK 7.73, corresponding to the closing price of the Medivir share on 5 February 2021.
Majority requirements
Resolution in accordance with item 6 requires approval of at least nine tenths (9/10) of the shares represented and votes cast at the general meeting.
Shares and votes
As per the day of this notice there are 24,287,818 series B shares in the company, corresponding to an equal number of votes. The company holds 11,413 treasury series B shares.
Shareholders’ right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Medivir AB, Box 1086, SE-141 22 Huddinge, Sweden, or via e-mail to info@medivir.com, no later than on 1 March 2021. The information will be made available at Medivir AB, Lunastigen 5, SE-141 22 Huddinge, Sweden and on www.medivir.se, on 6 March 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Documentation
Documents pursuant to chapter 13, section 6 of the Swedish Companies Act (2005:551) and the board of directors’ complete proposal will be made available three weeks prior to the meeting, at the latest, at the company’s address Medivir AB, Lunastigen 5, SE-141 22 Huddinge, Sweden, and on the website www.medivir.se. The documents will also be sent to shareholders who so request and state their address.
Proxy forms for shareholders who would like to vote in advance through proxy are available at the company’s website www.medivir.se, and will be sent to shareholders who so request.
Processing of personal data
For information about the processing of your personal data, see the integrity policy that is available at Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-noticebolagsstammor-engelska.pdf. Medivir AB’s (publ) corporate registration number is 556238-4361 and its registered office is in Huddinge, Sweden.
Huddinge, February 2021
Medivir AB (publ)
The Board of Directors