NOTICE OF EXTRAORDINARY GENERAL MEETING IN INTERVACC AB (PUBL)
The shareholders of Intervacc AB (publ), reg. no. 556238-1748 (the “Company”), are hereby invited to the Extraordinary General Meeting (“EGM”) to be held on Friday 5 May 2023 at 10.00 a.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 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 EGM by attending by postal voting, in person or through a proxy.
Participation by postal voting
Shareholders who wish to participate in the EGM 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 Wednesday 26 April 2023,
- and notify their intention to participate by submitting their postal vote in accordance with the instructions below, not later than Friday 28 April 2023.
Shareholders may exercise their voting rights at the EGM 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 “Extraordinary General Meeting” in the subject line) or by mail to Intervacc AB (publ), att: Extraordinary General Meeting, Box 112, 129 22 Hägersten. The form must reach the Company by no later than Friday 28 April 2023, irrespective of whether the shareholder use the digital form or order a form that is returned by e-mail or 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.
Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the EGM in person or through a proxy must give notice thereof to the EGM’s secretariat prior to the opening of the EGM.
Participation in person
Shareholders who wish to participate at the EGM in person must:
- both be registered by own name (not nominee-registered) in the register of shareholders maintained by Euroclear Sweden AB as per Wednesday 26 April 2023,
- and notify their intention to participate to the Company in accordance with the instructions below, no later than Friday 28 April 2023.
Shareholders who wish to participate at the EGM in person must submit their notice to participate trough 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: Extraordinary General Meeting, Box 112, 129 22 Hägersten, or through e-mail to [email protected] (state “Extraordinary General Meeting” 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 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 EGM. 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 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 kept by Euroclear Sweden AB as of the record date Wednesday 26 April 2023. 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 Friday 28 April 2023 will be considered when preparing the share register.
Proposed agenda
- Opening of the meeting and election of chairperson of the meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Resolution on authorisation for the Board of Directors to resolve on rights issue of shares.
- Conclusion of the general meeting.
Proposals
Item 1 – Election of chairperson of the meeting
The Board of Directors proposes that Per Hedman from Cirio Advokatbyrå should be appointed chairperson of the EGM.
Item 6 – Resolution on authorisation for the Board of Directors to resolve on rights issue of shares
On April 19, 2023, the Company announced its intention to carry out a fully covered rights issue of shares of approximately SEK 100 million, before issue costs. Due to the current market situation, the Board of Directors considers that an authorisation for the Board of Directors to resolve on the rights issue is most suitable in order to give the Board of Directors flexibility regarding the final terms and timing of the rights issue.
Due to this, the Board of Directors proposes that the EGM resolves to authorise the Board of Directors to, in the period until the next annual general meeting, resolve on a new issue of shares with preferential rights for the Company's shareholders. The total number of shares that may be issued based on the authorisation must be within the limits of the share capital according to the articles of association and may not exceed such number of shares corresponding to an issue proceeds of approximately SEK 100 million (before issue costs).
The purpose of the authorisation is to finance the Company's growth-oriented business plan and to ensure continued successful development in accordance with the Company's strategy where the proceeds from the rights issue is intended to be used to finance accelerated commercialization of Strangvac, regulatory processes for Strangvac in the US, Australia and New Zealand to obtain market approval, as well as further development of product candidates in the Company's project portfolio (INV274 and INV412).
New issue of shares with the support of the authorisation must take place at market conditions for rights issues according to the prevailing market conditions at the time when the shares are issued, and the subscription price will be priced at a customary discount in relation to the theoretical ex-rights price (TERP). Payment for subscribed shares must be made in cash.
The Board of Directors, the CEO or whoever the Board of Directors otherwise appoints shall be authorised to make such minor adjustments and clarifications of the general meeting's decision as may prove necessary in connection with the registration with the Swedish Companies Registration Office.
Disclosures at the EGM
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 EGM provide disclosures about conditions that may impact assessment of an item of business on the agenda.
Documentation
The Board of Directors’ completed proposal for resolution and other documents that are to be made available in accordance with the Swedish Companies Act, are available at the Company, Västertorpsvägen 135, 129 22 Hägersten and at the Company’s website, www.intervacc.se, no later than Friday 21 April 2023, and will be sent 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 EGM 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 2023
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