NOTICE OF EXTRAORDINARY GENERAL MEETING IN INTERVACC AB (PUBL)
At the request of a group of shareholders which together control not less than one-tenth of all shares in Intervacc AB (publ), reg. no. 556238-1748 (the “Company”), the shareholders are hereby invited to an Extraordinary General Meeting (“EGM”) to be held on Thursday, 23 November 2023 at 3 p.m., at Cirio Advokatbyrå, Biblioteksgatan 9, in Stockholm.
Notification of participation
Shareholders who wish to participate in the EGM must:
- both be registered by own name (not nominee registered), in the register of shareholders maintained by Euroclear Sweden AB as per Wednesday, 15 November 2023,
- and notify their intention to participate to the Company no later than Friday, 17 November 2023, either by e-mail to [email protected] (state “EGM 2023” in the subject line) or by mail to Intervacc AB (publ), att: EGM 2023, Box 112, 129 22 Hägersten, Sweden. When giving notice to participate, please provide name, personal identity number or company registration number, address and telephone number and any assistants (maximum two).
Participation by proxy and proxy form
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, 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 Wednesday, 15 November 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, 17 November 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.
- Determination of the number of members of the Board of Directors.
- Determination of the fees to be paid to the Board of Directors.
- Election of new members of the Board of Directors and chairperson of the Board of Directors.
- 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, or in his absence, a person appointed by the Board of Directors, should be appointed chairperson of the EGM.
Item 6-8 – Determination of the number of members of the Board of Directors, determination of the fees to be paid to the Board of Directors as well as election of new members of the Board of Directors and chairperson of the Board of Directors
A group of shareholders (the “Shareholder Minority”), who together control approximately 11 percent of the total number of shares and votes in the Company, has requested that the Board of Directors convene an EGM to address resolutions on the number of members of the Board of Directors, that the existing Board of Directors shall be replaced with a new Board of Directors, to appoint the chairperson of the Board of Directors and to determine the fees to be paid to the Board of Directors. The Shareholder Minority proposes that Håkan Björklund, Jan-Ingmar Flock, Lisen Bratt Fredricson, Lennart Johansson and Camilla Ramfelt McCarthy are elected as new members of the Board of Directors. Håkan Björklund is proposed as the Board of Directors’ chairperson. The Shareholder Minority has stated that additional names, for example from the existing Board of Directors, may be proposed at the EGM.
Below follows the Shareholder Minority’s presentation of proposed members of the Board of Directors.
Håkan Björklund – Doctor of Medicine and docent at Karolinska Institutet
Long-term experience of leading positions within the Life Science industry, as well as research manager at Pharmacia. Head of Ophtalmics of Astra Dracon, as well as the commercial division as Head of Northern Europe at Astra. Between 1999 and 2011 CEO at Nycomed. Thereafter chairperson of the Bord of Directors at, among others, QIAGEN, Lundbeck and SOBI.
Various other board assignments within both public and private companies, among others, at ATOS and Bonesupport.
Jan-Ingmar Flock – Professor emeritus in Bacteriology at Karolinska Institutet
Has researched mechanisms to infections caused by staphylococci and streptococci and how bacteria adhere to tissue surfaces and how surface-localized proteins on the bacteria can be used as vaccine components. Has written more than 100 scientific articles on the subject.
Co-founder of Intervacc and has participated in the Company’s build-up, the development of Strangvac, financing rounds and the establishment of significant external collaborations. Has been the Company’s Head of Research from 2000 to 2020 and its CEO from 2012 to 2018. Member of the Board of Directors from 2000 to 2017. Introduced Intervacc at First North in 2017.
Lisen Bratt Fredricson – Olympic rider in jumping and one of Sweden’s biggest equestrian sports profiles
Entrepreneur in equestrian sports; co-founder of Swedish Showjumping Horse Sales and the Swedish Equestrian Gala. Together with her husband Peder Fredricson (Olympic rider), she runs Grevlundagården, co-owner of Scandinavian Horse Event Production AB, Jönköping Horse Show and the online store Get the Gallop.
Appointed as Athlete Role Model by the IOC in 2010, appointed as the “Most influential woman in equestrian sport in Sweden” by the magazine Ridsport in 2019.
Lennart Johansson – MBA Handelshögskolan, Senior Advisor
Leading positions within Atlas Copco, including CFO.
Leading positions within Investor (2006-2015).
Previous board assignments; Gambro, Mölnlycke, Lindorff, SAAB, Hi3G, SOBI, as well as a number of unlisted Life Sciences companies.
Current board assignments: Bonesupport (of), Chalmers Ventures, Goco Development.
Senior Advisor to Patricia Industries.
Camilla Ramfelt McCarthy – Strategic communication consultant and business developer
Founder of Ramfelt McCarthy advertising agency, its former CEO and CD (1995-2014), solid knowledge and experience in marketing and sales.
Founder, editor in chief and responsible publisher of Equipage – “Sweden’s largest lifestyle magazine for equestrians” (2004-2018). Journalist and photographer, as well as deeply “ingrained” in the horse industry with a large contact network in several countries, runs an equestrian facility.
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.
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 October 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