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Intervacc

Intervacc

Read in Swedish

Intervacc: NOTICE OF ANNUAL GENERAL MEETING IN INTERVACC AB (PUBL)

14:45 / 11 May 2022 Intervacc Press release

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 Tuesday 14 June 2022 at 5.00 p.m. at Good Morning Hotel, Västertorpsvägen 131, in Hägersten.

The Board of Directors has resolved that shareholders shall have the right to exercise their voting rights in advance though postal voting pursuant to Section 4 of the Swedish Act (2022:121) on temporary exemptions to facilitate the execution of general meetings in companies and associations. Therefore, shareholders may choose to exercise their voting rights at the AGM by attending by postal voting, in person or through a proxy.

Participation by postal voting

Shareholders who wish to participate in the AGM by postal voting must:

-   both be registered by own name (not nominee registered), in the register of shareholders maintained by Euroclear Sweden AB as per Friday 3 June 2022,

-    and notify their intention to participate by submitting their postal vote in accordance with the instructions below, not later than Wednesday 8 June 2022.

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 shareholders@intervacc.se (shareholders@intervacc.se?subject=%22AGM%202022%22)(state "AGM 2022" in the subject line) or by mail to Intervacc AB (publ), att: AGM, Box 112, 129 22 Hägersten, Sweden. The form must reach the Company by no later than Wednesday 8 June 2022, irrespective of whether the shareholder use the digital form or order a form that is returned by regular mail or e-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.

Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the AGM in person or through a proxy must give notice thereof to the AGM's secretariat prior to the opening of the AGM.

Participation in person

Shareholders who wish to participate in the AGM in person must:

- both be registered by own name (not nominee-registered) in the register of shareholders maintained by Euroclear Sweden AB as per Friday 3 June 2022,

-    and notify their intention to participate to the Company no later than Wednesday 8 June 2022 to Intervacc AB (publ), att: AGM, Box 112, 129 22 Hägersten, Sweden, or through e-mail shareholders@intervacc.se (shareholders@intervacc.se?subject=%22AGM%202022%22)(state "AGM 2022" in the subject line). When giving notice to participate please provide name, personal identity number or company registration number, address, telephone number and any assistants (maximum two).

Participation by proxy

Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. The power of attorney in the original form shall be submitted to the Company at the above address well in advance of the AGM. A proxy form is available at the Company's website, www.intervacc.se. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.

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 (or by submitting their postal vote), such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register maintained by Euroclear Sweden AB as of the record date Friday 3 June 2022. 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 Wednesday 8 June 2022 will be taken into account in the preparation of the share register.

Proposed agenda

1. Opening of the meeting and election of chairperson of the meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two persons to verify the minutes.
5. Determination of whether the meeting has been duly convened.
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 guidelines for appointment of Nomination Committee and instructions for 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. Resolution regarding amendment of the Articles of Association.
14. Conclusion of the general meeting.

Proposals

Item 1 - Election of chairperson of the meeting

The Nomination Committee ahead of the AGM 2022 has consisted of Ulrika Enhörning (appointed by Swedbank Robur Funds), Thomas Ehlin (appointed by The Fourth Swedish National Pension Fund), Lotta Sjöberg (appointed by Handelsbanken Fund) and Björn Sjöstrand (in his capacity as chairperson of the Company).

The Nomination Committee proposes that Per Hedman, Cirio Advokatbyrå, should be appointed chairperson of the AGM.

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 2021, 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 seven, 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 280,000 for the Board of Directors' chairperson and SEK 130,000 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 resolves to re-elect Bengt Guss, Marianne Hansson, Stefan Ståhl, Niels Holck, Björn Sjöstrand and Ed Torr, as well as resolves to elect Michela de Carli as Board members for the period up to and including the next AGM. The Nomination Committee proposes that the AGM resolves to re-elect Björn Sjöstrand as the Board of Directors' chairperson for the period up to and including the next AGM.

Michela de Carli, 51, has extensive experience in vaccine manufacturing and supply chain in animal health. She has held several leading roles at Pfizer animal health, later Zoetis, the world's largest veterinary medicine company, where she was responsible for strategic supply of goods. She has also had the role of operations manager at Sandoz's US B2B operations and contributes with both commercial and logistical expertise. In both her previous roles and current role as a self-employed person and consultant, she has extensive experience of working with various contract manufacturers around the world. She lives in Italy but works globally. Michela is a trained electronics engineer and also has an Executive master in General management. Michela de Carli, or her close associates, does not hold any shares in the Company. Michela de Carli is also independent in relation to the company, the company management and the Company's major shareholders. Information about the proposed Board members is available at the Company's website, www.intervacc.se.

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 appoint the Authorised Public Accountant Leonard Daun as auditor in charge.

Item 11 - Resolution on guidelines for appointment of Nomination Committee and instructions for the Nomination Committee

The Nomination Committee proposes that the AGM resolves on guidelines for appointment of Nomination Committee and instructions for the Nomination Committee, to apply until further notice.

The Board of Directors' chairperson shall no later than at the end of October each year ensure that the Company's three largest shareholders or group of owners in terms of voting rights, are offered to each appoint a representative to be a member of the Nomination Committee. The reconciliation shall be based on Euroclear Sweden AB's shareholder list (owner grouped) as of the last banking day in August, or other such documentation that shareholders or owner groups at this time report as confirmation of their shareholding. Where one or more shareholders or group of owners refrain from appointing a member of the Nomination Committee, one or more of the next shareholders in ownership share shall be offered to appoint a member of the Nomination Committee. However, no more than a maximum of five additional shareholders or group of owners need to be contacted, unless the Board of Directors' chairperson finds that there are special reasons for this. When shareholders are contacted with a request for the appointment of a member of the Nomination Committee, the Board of Directors' chairperson shall set the necessary rules of procedure, such as the latest response date, etc.

If one or more shareholders, who have appointed representatives to the Nomination Committee, no longer belong to the three largest shareholders or groups of owners in terms of voting rights in the Company, at a time more than two months before the AGM, the representatives of these shareholders or groups of owners shall resign, and new members shall be appointed by the new shareholders belonging to the three largest shareholders or groups of owners. In the event of a member resigns prior to the work of the Nomination Committee having been completed, the same shareholder or group of owners who appointed the resigning member shall, if deemed necessary, have the right to appoint a new member, or if the shareholder or the group of owners no longer are among the three largest shareholders or groups of owners, 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 guidelines for appointment of 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/or 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 2022.

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.

Item 13 - Resolution regarding amendment of the Articles of Association

The Board of Directors proposes that the AGM resolves to insert a new section in the Articles of Association which allows for the Board of Directors to collect powers of attorney in accordance with the procedure stated in Chapter 7, Section 4, of the Swedish Companies Act and for the Board of Directors to resolve that the shareholders shall be able to exercise their right to vote by post before a general meeting in accordance with the procedure stated in Chapter 7, Section 4a, of the Swedish Companies Act.

Proposed wording

§ 13 Power of attorney and postal voting

13.1 The Board of Directors may collect powers of attorney in accordance with the procedure stated in Chapter 7, Section 4, second paragraph of the Swedish Companies Act (2005:551).

The Board of Directors has the right before a general meeting to resolve that shareholders shall be able to exercise their right to vote by post before a general meeting in accordance with the procedure stated in Chapter 7, Section 4a of the Swedish Companies Act (2005:551).

The Board of Directors further proposes that the AGM resolves on an editorial change in section 1 in the Articles of Association.

Current wording Proposed wording
§ 1 Firm § 1 Name
1.1 The company's firm 1.1 The company's name is Intervacc AB (publ).
is Intervacc AB (publ). the company is a public limited liability
the company is a public company.
limited liability
company.

Special majority requirement

For a valid resolution in accordance with item 12 and 13, the support of shareholders representing at least two-thirds of the number of votes and shares represented at the AGM, is required.

Other

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.

Disclosures at the AGM

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, at the AGM 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.

Documentation

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 Tuesday 24 May 2022. The documents will also be sent free of charge to shareholders who so request and provide their postal address.

Processing of personal data

For information on how your personal data is processed in connection to the AGM see the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Hägersten in May 2022

Intervacc AB (publ)

The Board of Directors

Contact information for Certified Adviser

Eminova Fondkommission AB

E-mail: adviser@eminova.se,Phone: +46 (0)8 - 684 211 10

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