The shareholders of Intervacc AB (publ), reg. no. 556238-1748 (the "Company"), are hereby invited to the Annual General Meeting ("AGM") to be held on Wednesday 9 June 2021.
Due to the continued spread of the coronavirus and the authorities' regulations/advice on avoiding public gatherings in order to reduce the risk of infection spreading, the Board of Directors has resolved that the AGM will be held without physical presence of shareholders, proxies or external parties and that shareholder only can exercise their voting rights by postal voting in advance in accordance with the procedure prescribed below. Information on the resolutions passed at the AGM will be published on Wednesday 9 June 2021, as soon as the result of the voting has been finally confirmed.
Nominee registered shares
For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation by submitting its postal vote, such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date Tuesday 1 June 2021. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee's routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Thursday 3 June 2021 will be taken into account in the preparation of the share register.
The shareholders may only exercise their voting rights at the AGM 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.
Shareholders may exercise their voting rights at the meeting by voting in advance through digital postal voting. For such voting, shareholders must use a digital form which will be available at the Company's website, www.intervacc.se. Shareholders who do not wish to vote through digital postal voting, may contact the Company to receive a postal voting form that can be filled in by hand and sent to the Company by e-mail at firstname.lastname@example.org by mail to Intervacc AB (publ), Box 112, 129 22 Hägersten, Sweden. The form must reach the Company by no later than Tuesday 8 June 2021, irrespective of whether the shareholder use the digital form or order a form that is returned by regular mail. Shareholders exercising their voting rights by postal voting do not need to register specifically for the meeting, the submitted voting form will be considered a notification.
Power of attorney
Shareholders who are represented by proxy, must attach a written power of attorney to the postal voting form. If a power of attorney has been issued by a legal entity, a copy of the registration certificate or another authorisation document, for the legal entity who has demonstrated the authority to issue the power of attorney, must be attached to the form. The period of validity of the power of attorney may be specified for a maximum of five years from the date of the issue. Proxy forms are available on the Company's website, www.intervacc.se.
1. Election of chairperson of the meeting.
2. Election of one or two persons to verify the minutes.
3. Preparation and approval of the voting register.
4. Determination of whether the meeting has been duly convened.
5. Approval of the agenda.
6. Submission of the annual report and the auditor's report as well as the consolidated financial statements and the auditor's report for the group.
7. Resolutions regarding:
a. adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet,
b. appropriation of the Company's profit or loss according to the adopted balance sheet, and
c. discharge from liability towards the Company for the members of the Board of Directors and the CEO.
8. Determination of the number of members of the Board of Directors and the number of auditors.
9. Determination of the fees to be paid to the Board of Directors and the auditors.
10. Election of members of the Board of Directors and auditor.
11. Resolution on principles for the appointment of the Nomination Committee.
12. Resolution regarding authorisation for the Board of Directors to increase the share capital through new issues of shares, warrants and/or convertibles.
13. Conclusion of the general meeting.
Item 1 - Election of chairperson of the meeting
The Nomination Committee ahead of the AGM 2021 has consisted of Newton Aquiar (the Nomination Committee's chairperson), Thomas Eklund, Ulrika Enhörning (Swedbank Robur) and Björn Sjöstrand (in his capacity as chairperson of the Company).
The Nomination Committee proposes that Per Hedman, Cirio Advokatbyrå, or in his absence, a person appointed by the Nomination Committee, should be appointed chairperson of the AGM.
Item 2 - Election of one or two persons to verify the minutes
The Board of Directors proposes Kenneth Janzon, or, if he has an impediment to attend, the person instead appointed by the Board of Directors, to verify the minutes. The assignment to verify the minutes shall also include verifying the voting register and that postal votes received are correctly reflected in the minutes of the meeting.
Item 3 - Preparation and approval of the voting register
The voting register proposed for approval under item 3 on the agenda is the voting register prepared by Poströsta.se on behalf of the Company, based on the share register for the AGM and received postal votes, and approved by the person assigned to verify the minutes.
Item 7.b - Appropriation of the Company's profit or loss according to the adopted balance sheet
The Board of Directors proposes that no dividend shall be paid for the financial year 2020, and that the result shall be balanced in a new account.
Item 8 - Determination of the number of members of the Board of Directors and the number of auditors
The Nomination Committee proposes that the number of Board members, elected by the AGM, shall be six, without any deputies, and that the number of auditors shall be one.
Item 9 - Determination of the fees to be paid to the Board of Directors and the auditors
The Nomination Committee proposes that the fees to the Board of Directors shall be paid with SEK 250,000 for the Board of Directors' chairperson and SEK 100,000 to each of the other Board members. The Nomination Committee further proposes that fees to the auditor shall be paid according to the current account.
Item 10 - Election of members of the Board of Directors and auditor
The Nomination Committee proposes that the AGM re-elect Bengt Guss, Marianne Hansson, Niels Holck, Björn Sjöstrand, Stefan Ståhl and Ed Torr as Board members for the period up to and including the next AGM. Newton Aquiar has declined re-election as Board member.
The Nomination Committee proposes that the AGM re-elects Björn Sjöstrand as the Board of Directors' chairperson for the period up to and including the next AGM.
The Nomination Committee proposes that the registered public accounting firm Öhrlings PricewaterhouseCoopers AB is re-elected as the Company's auditor for the period up to and including the next AGM. Öhrlings PricewaterhouseCoopers AB has announced that they intend to appoints the Authorised Public Accountant Leonard Daun as auditor in charge.
Item 11 - Resolution on principles for the appointment of the Nomination Committee
The Nomination Committee proposes that the AGM resolves on the following principles for the appointment of the Nomination Committee and instructions for the Nomination Committee, to apply until further notice.
The shareholders' meeting instructs the Board of Directors' chairperson to contact the three largest shareholders or groups of shareholders (both directly registered shareholders and nominee registered shareholders) in terms of voting rights according to the shareholders' register maintained by Euroclear Sweden AB as of 31st of August, who each appoint a representative to, together with the Board of Directors' chairperson, constitute the Nomination Committee for the period until a new Nomination Committee has been appointed, in accordance with the mandate from the next AGM. If any of these shareholders chooses to waive the right to appoint a representative, the right passes to the shareholder who, after these shareholders, has the largest shareholding.
If one or more shareholders, who have appointed representatives to the Nomination Committee, no longer belong to the three largest shareholders in the Company, at a time more than two months before the AGM, the representatives of these shareholders shall resign, and new members shall be appointed by the new shareholders belonging to the three largest shareholders. In the event of a member resigns prior to the work of the Nomination Committee having been completed, the same shareholder who appointed the resigning member shall, if deemed necessary, have the right to appoint a new member, or if the shareholder is no longer among the three largest shareholders, the largest shareholder next in line. Changes in the composition of the Nomination Committee shall be made public as soon as possible.
The Nomination Committee appoints the chairperson among the group. The composition of the Nomination Committee shall be announced as soon as possible.
Remuneration shall not be paid to the members of the Nomination Committee. The Company is to pay necessary expenses that the Nomination Committee may incur in its work. The term of office for the Nomination Committee ends when the composition of the following Nomination Committee has been announced. The Nomination Committee shall submit proposals in the following matters for resolution at the AGM:
a. Proposal for chairperson of the AGM
b. Proposal for Board of Directors
c. Proposal for the Board of Directors' chairperson
d. Proposal for auditors
e. Proposal for fees to the Board of Directors, with a division between the Board of Directors' chairperson and other Board members
f. Proposal for fees for the Company's auditors
g. Proposal for changes in the principles for the appointment of the Nomination committee and instructions for the Nomination Committee, to the extent deemed necessary.
Item 12 - Resolution regarding authorisation for the Board of Directors to increase the share capital through new issues of shares, warrants and/or convertibles
The Board of Directors proposes that the AGM resolves to authorise the Board of Directors, within the limits of the Articles of Association, with or without deviation from the shareholders' preferential rights, on one or more occasions, until the next AGM, resolve to increase the Company's share capital through issues of new shares, warrants and/ convertibles in the Company. The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights, is that the issues may be executed in order to increase the Company's financial flexibility.
The total number of shares covered by such new issues may correspond to a total of no more than ten (10) percent of the shares in the Company, based on the total number of shares in the Company at the time of the AGM 2021.
The issues shall be made at a market price, subject to a market discount, where applicable, and payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The Board of Directors, or the person appointed by the Board of Directors, shall be authorised to make such minor adjustments that may be required in order to register the resolution with the Swedish Companies Registration Office.
Special majority requirement
For a valid resolution in accordance with item 12, the support of shareholders representing at least two-thirds of the number of votes and shares represented at the AGM, is required.
The Board of Directors, the CEO or the person appointed by the Board of Directors shall be authorised to make such minor adjustments and clarifications to the AGM's resolutions that may be required in order to register the resolutions with the Swedish Companies Registration Office.
Shareholders' right to receive information
The Board of Directors and the CEO shall, if requested by any shareholder and if the Board of Directors is of the opinion that it can be done without causing material harm to the Company, provide disclosures about conditions that may impact assessment of an item on the agenda, about conditions that may impact assessment of the Company's financial situation, and about the Company's relationship with another group company. A request for such information shall be made in writing to Intervacc AB (publ), Box 112, 129 22 Hägersten, Sweden or by e-mail to email@example.com,no later than Sunday 30 May 2021. The information will be disclosed by making it available at the Company's office and the Company's website, www.intervacc.se, no later than Friday 4 June 2021.The information will also be sent, within the same period of time, to the shareholders who requested it and stated their postal address or e-mail address.
Annual report, auditor's report and other documents that are to be made available in accordance with the Swedish Companies Act, will be available at the Company on Västertorpsvägen 135, 129 22 Hägersten, and at the Company's website, www.intervacc.se, not later than Wednesday 19 May 2021. The documents will also be sent free of charge to shareholders who so request and provide their postal address.
Processing of personal data
Hägersten in May 2021
Intervacc AB (publ)
The Board of Directors
Contact information for Certified Adviser
Eminova Fondkommission AB
E-mail: firstname.lastname@example.org,Phone: +46 (0)8 - 684 211 10
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