Notice of extraordinary general meeting of Vicore Pharma Holding AB (publ)

2021-02-10

The shareholders of Vicore Pharma Holding AB (publ), Reg. No. 556680-3804, with registered office in Gothenburg, are summoned to the extraordinary general meeting Friday 5 March 2021.

The continued spread of COVID-19 remains difficult to assess with any certainty. Due to the prevailing extraordinary situation, Vicore Pharma’ s extraordinary general meeting will be held in a different way than usually. Vicore Pharma is mindful of the health of the shareholders as well as the work to limit the spread of the virus. Thus, in order to reduce the risk of spreading the virus and having regard to the authorities’ regulations and advice on avoiding public gatherings, the extraordinary general meeting is carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place. Hence, the extraordinary general meeting will be held without physical presence.  

Vicore Pharma welcomes all shareholders to exercise their voting rights at the extraordinary general meeting through advance voting as described below. Information on the resolutions passed at the extraordinary general meeting will be published on 5 March 2021, as soon as the result of the advance voting has been finally confirmed.

The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the extraordinary general meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.

Preconditions for participation

For a person to be entitled to participate through advance voting in the extraordinary general meeting, such person must

  • be registered in the share register maintained by Euroclear Sweden AB on Thursday 25 February 2021,
  • have notified its intention to participate no later than on Thursday 4 March 2021 by casting its advance vote in accordance with the instructions under the heading “Advance voting” below so that the advance voting form is received by Vicore Pharma Holding AB (publ) no later than that day.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names in order to be entitled to attend the extraordinary general meeting. Such registration, which may be temporary, must be duly effected at Euroclear Sweden AB on Monday 1 March 2021, and the shareholders must therefore contact their nominees well in advance of this date.

Advance voting

The shareholders may exercise their voting rights at the extraordinary general meeting only 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.

A special form shall be used for advance voting. The form is available on www.vicorepharma.com under the heading “Investors – Corporate Governance – General Meeting”. The advance voting form is considered as the notification of attendance to the general meeting.

The completed voting form must be received by Vicore Pharma Holding AB (publ) no later than Thursday 4 March 2021. The form may submitted via e-mail to nina.carlen@vicorepharma.com, or by post to Vicore Pharma Holding AB (publ), attn. Nina Carlén, Kronhusgatan 11, SE-411 05 Gothenburg, Sweden. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting. 

For questions about the extraordinary general meeting or to have the advance voting form sent by post, please contact Nina Carlén on nina.carlen@vicorepharma.com or on telephone +46 76 390 94 04.

Number of shares and votes

As per the date of this notice there are a total of 60,418,239 shares outstanding in the company that entitle to one vote per share at the extraordinary general meeting. As per the date of this notice the company holds no treasury shares.

Proposed agenda

  1. Election of chairman of the extraordinary general meeting
  2. Election of one or two persons to verify the minutes
  3. Preparation and approval of the voting register
  4. Approval of the agenda
  5. Determination of whether the extraordinary general meeting was duly convened
  6. Resolution on the board of directors’ complete proposal on approving the board of directors’ decision on a directed issue of new shares

Item 1 – Election of chairman of the extraordinary general meeting

The board of directors has proposed that Jesper Schönbeck from Vinge, member of the Swedish Bar Association, or the person proposed by the board of directors if he has an impediment to attend, is elected chairman of the extraordinary general meeting.

Item 2 – Election of one or two persons to verify the minutes

Kjell Stenberg and Johannes Eckerstein, or if one or both of them have an impediment to attend, the person or persons instead appointed by the board of directors, are proposed to be elected to approve the minutes of the extraordinary general meeting together with the chairman. The task of approving the minutes of the extraordinary general meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the extraordinary general meeting.

Item 3 – Preparation and approving of the voting list 

The voting list proposed for approval under item 3 on the proposed agenda is the voting list drawn up by the company, based on the extraordinary general meeting’s share register and advance votes received, as verified by the persons approving the minutes of the extraordinary general meeting.

Item 6 -  Resolution on the board of directors’ complete proposal on approving the board of directors’ decision on a directed issue of new shares

The board of directors of Vicore Pharma Holding AB (publ), Reg. No. 556680-3804, proposes that the extraordinary general meeting resolves to approve the board of directors’ resolution of 9 February 2021 to increase the company’s share capital with not more than SEK 5,599,999.945632 by way of a directed issue of not more than 11,200,000 new shares. The resolution shall otherwise be governed by the following conditions:

  1. The right to subscribe for the new shares in the issue shall, with deviation from the shareholders’ pre-emption rights, be granted Swedish and international institutional investors as well as certain existing shareholders, who have been identified through a so-called private placement procedure.

The reasons for the deviation from the shareholders’ pre-emption rights are that the company shall, in a timely manner, be able to secure the capital need for the company’s operations, as well as to broaden the ownership structure of the company with Swedish and international institutional investors.

  1. The subscription price shall be SEK 30.00 per share. The basis for the subscription price has been determined through a so-called private placement procedure. The part of the subscription price which exceeds the shares’ quota value shall be allocated to the free share premium reserve.
  1. Subcription for the newly issued shares shall be made no later than on 12 March 2021. Subscription shall be made on a separate subscription list. The board of directors shall have the right to extend the subscription period.
  1. Payment for the subscribed shares shall be made no later than on 12 March 2021. The board of directors shall have the right to extend the payment period.
  1. The new shares entitle to dividends for the first time on the first record date for dividend following the registration of the issue of new shares.

The board of directors, or any other person appointed by the board of directors, shall have the right to make any adjustments of the above resolutions which may be required in connection with the registration of such resolutions and to take any measures deemed necessary for the execution of the resolutions. Including making the minor adjustments that may be required in connection with registration by the Swedisch Companies Registration Office and Euroclear Sweden AB, or for other formal reasons, including but not limited to ensuring that the so called interim shares (Sw. BTA) shall be delivered to the subscribers.

A resolution in accordance with the board of directors’ proposal is only valid if it has been supported by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting approving the issue.

The board of directors has also prepared documents as set out in Chapter 13, Section 6 of the Swedish Companies Act.

Shareholders’ right to request information

The board of directors and the chief executive officer shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Vicore Pharma Holding AB (publ), attn. Nina Carlén, Kronhusgatan 11, SE-411 05 Gothenburg, Sweden or via e-mail to nina.carlen@vicorepharma.com, no later than on 23 February 2021. The information will be made available at Vicore Pharma Holding AB (publ), Kronhusgatan 11, SE-411 05 Gothenburg, Sweden and on www.vicorepharma.com, under the heading “Investors – Corporate Governance – General Meeting” on 28 February 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.

Other information

Supporting documents will be held available at the company’s office and on its website on the abovementioned addresses no later than Friday 12 February 2021. Copies of the documents will be sent to the shareholders who so request and who inform the company of their postal address. For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage, www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

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This is an in-house translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish version shall prevail.

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Gothenburg, February 2021

Vicore Pharma Holding AB (publ)

The Board of Directors

This information was submitted for publication on 10 February 2021 at 00:25 CET.

  • Notice for extraordinary board meeting