Notice of Annual General Meeting in Intervacc AB (publ)

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 15 May 2024 at 1.00 p.m. at Cirio Advokatbyrå, Biblioteksgatan 9, in Stockholm.

The Board of Directors has resolved that shareholders shall have the right to exercise their voting rights in advance through postal voting pursuant to Chapter 7, Section 4 a of the Swedish Companies Act and the Company’s Articles of 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 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 Monday 6 May 2024,

− and notify their intention to participate to the Company in accordance with the instructions below, no later than Wednesday 8 May 2024.

Shareholders who wish to participate at the AGM in person must submit their notice to participate through a digital form which will be available at the Company’s website, www.intervacc.se. Notification of participation may also be submitted to the Company at the address Intervacc AB (publ), att: Annual General Meeting, Box 112, 129 22 Hägersten, or through e-mail to [email protected] (state “AGM 2024” in the subject line). When giving notice to participate, please provide name, personal identity number or company registration number, telephone number and any assistants (maximum two).

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 Monday 6 May 2024,

− and notify their intention to participate by submitting their postal vote in accordance with the instructions below, no later than Wednesday 8 May 2024.

Shareholders may exercise their voting rights at the AGM 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 to [email protected] (state “AGM 2024” 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 May 2024, 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 at 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 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 Monday 6 May 2024. 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 completed by the nominee no later than Wednesday 8 May 2024 will be considered when preparing 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:
   1. adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet,
   2. appropriation of the Company’s profit or loss according to the adopted balance sheet, and
   3. 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 regarding authorisation for the Board of Directors to increase the share capital through new issues of shares, warrants and/or convertibles.
12. Resolution on a) amendment of the Articles of Association regarding the limits of the share capital, and b) reduction of the share capital for allocation to non-restricted equity
13. Conclusion of the general meeting.

Proposals

Item 1 – Election of chairperson of the meeting

The Nomination Committee has been appointed in accordance with the principles adopted by the Annual General Meeting 2022 and has, ahead of the AGM, consisted of Magnus Lundberg (appointed by an ownership group consisting of Håkan Björklund and Magnus Lundberg), Christian Rudbäck (appointed by an ownership group consisting of Jan-Ingmar Flock, NR Bergman Holding AB, Kenneth Janzon, Christian Rudbäck and Johan Virgin) and Björn Sjöstrand.

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 2023, 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 Håkan Björklund, Lisen Bratt Fredricson, Jan-Ingmar Flock, Lennart Johansson and Camilla Ramfelt McCarthy, and to elect Mathias Uhlen and Emil Billbäck as Board members for the period up to and including the next AGM. The Nomination Committee proposes that the AGM resolves to re-elect Håkan Björklund as the Board of Directors’ chairperson for the period up to and including the next AGM.

Mathias Uhlen, born 1954, research protein science and precision medicine, has a PhD in biotechnology and works as a professor at both Karolinska Institutet and the Royal Institute of Technology in Stockholm. Mathias Uhlen has previously held board assignments for the National committee for Biochemistry, HUPO international Antibody Initiative (HAI) and European Federation Biotechnology (EFB) and has an ongoing board assignment in the Swedish Research Council. Furthermore, Mathias Ulen is the editor for several journals, such as Protein Engineering, Design and Selection (PEDS) and Cell Systems. Mathias Uhlen is also independent in relation to the Company, management and the Company's major shareholders.

Emil Billbäck, born 1970, has a B.Sc. in Business Administration, Economics and Marketing and more than 25 years of experience in the life science industry, of which 11 years in senior leadership positions under private equity ownership. Emil Billbäck is currently the CEO of Bonesupport AB, a leading company in orthobiology, bone healing and infection treatment. Emil Billbäck is also independent in relation to the Company, management and the Company's major shareholders.

Information about the other proposed members of the Board of Directors 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 Niclas Bergenmo as auditor in charge.

Item 11 – 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 2024.

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.

For a valid resolution in accordance with this item 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.

Item 12 – Resolution on a) amendment of the Articles of Association regarding the limits of the share capital, and b) reduction of the share capital for allocation to non-restricted equity

In order to improve the relation between restricted share capital and unrestricted equity, the Board of Directors proposes that the AGM resolves on a reduction of the share capital, without retirement of shares, for allocation to non-restricted equity and related amendment of the limits for the share capital in the Company's Articles of Association in accordance with what is stated below.

a)         amendment of the Articles of Association regarding the limits of the share capital

To enable the reduction of the share capital proposed under item 12 b) below, the Board of Directors proposes that the limits for the share capital under § 4 of the Company's Articles of Association are amended as follows.

Current wording	Proposed wording
§ 4 The company’s share capital shall be not less than SEK 80,000,000 and not more than SEK 320,000,000.	§ 4 The company’s share capital shall be not less than SEK 8,000,000 and not more than SEK 32,000,000.

 

b) reduction of the share capital for allocation to non-restricted equity

The Board of Directors proposes that the AGM resolves to reduce the Company's share capital by SEK 136,325,285.444635. The reduction shall be carried out without retirement of shares. The reduction amount shall be allocated to non-restricted equity. After the reduction, the Company's share capital will amount to SEK 15,147,252.80 divided into 75,736,264 shares, each with a quota value of SEK 0.20.

The implementation of the resolution regarding reduction of the share capital for allocation to non-restricted equity requires authorisation from the Swedish Companies Registration Office.

Resolution in accordance with items a) - b) above shall be adopted as one resolution. For a valid resolution, in accordance with this item 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.

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 Wednesday 24 April 2024. 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 April 2024

Intervacc AB (publ)

The Board of Directors

 

Contact information for Certified Adviser

Eminova Fondkommission AB

E-mail: [email protected], Phone: +46 (0)8 – 684 211 10