Notice of Annual General Meeting in Vicore Pharma Holding AB (publ)
Notification of participation
Any shareholder wishing to participate at the Annual General Meeting (AGM) must be recorded as a shareholder in the share register maintained by Euroclear Sweden AB as of Thursday 4 May 2017, and must give notice of their intention to participate at the AGM to the company either by letter addressed to Vicore Pharma Holding AB, att. Nina Carlén, c/o Astra Zeneca, Pepparedsleden 1, 431 83 Mölndal, by telephone +46 (0) 31 78 80 560, or by e-mail to nina.carlen@vicorepharma.com no later than 12:00 p.m. 5 May 2017.
When notifying attendance, state your full name, personal identity number or corporate registration number, holding of shares, address, telephone number as well as the number of advisers (no more then 2). Notification shall, when applicable, be accompanied by proxy, certificate of registration and other documents regarding authorization.
Shares registered with a trustee
Shareholders whose shares are registered with a trustee must temporarily re-register their shares in their own name with Euroclear Sweden AB to be entitled to participate in the AGM. This means that shareholders should notify the trustee in ample time to allow registration in the share register by Wednesday 4 May 2017.
Proxy
Shareholders who wish to be represented by proxy, must issue a dated power of attorney for the proxy. A format for the power of attorney can be obtained from the company and is also available on the company’s website, www.vicorepharma.com. A certified copy of the current registration certificate or other appropriate documentation must be enclosed to an issued power of attorney by a legal entity. Power of attorney and registration certificate shall not be older than one year. The original power of attorney, and registration certificate when applicable, should be remitted by postal services in good time before the AGM to Vicore Pharma Holding AB.
Proposed agenda:
0. Opening of the Meeting.
1. Election of chairman of the AGM.
2. Election of keeper of the minutes of the AGM.
3. Preparation and verification of the voting list.
4. Election of two officers to verify the minutes.
5. Determination of whether the AGM has been duly convened.
6. Approval of the agenda.
7. Presentation of the annual report and the auditors’ report submitted as well as the consolidated accounts and auditors´ report.
8. Resolution on adoption of the income statement and balance sheet; and consolidated income statement and consolidated balance sheet.
9. Resolution on appropriations of the company’s profit or loss as shown in the adopted balance sheet.
10. Resolution on discharge from liability of the members of the board of directors and the CEO.
11. Approval of the number of board of directors and deputy board of directors.
12. Approval of the fees to be paid to the board members and auditors.
13. Election of the board members and auditors.
14. Resolution on authorization of the board of directors to issue new shares/convertibles/warrants.
15. Resolution on authorization of the board of directors, or the party appointed by the Board, to make any minor adjustments to resolutions adopted by the AGM.
16. Closing of the Meeting.
Decision proposals in summary:
Disposal of the profit (matter 9)
The board proposes that the AGM resolve to dispose the profit of the company in accordance with the board of directors proposal in the annual report. The board also proposes that no dividend for the financial year 2016 will be distributed.
Approval of the number of board of directors and deputy board of directors , approval of the fees to be paid to the board members and auditors and election of the board members (matter 11, 12 and 13)
Shareholders representing 38 percent of the shares and votes in the company proposes that the fees to be paid to the chairman of the board shall be SEK 250,000, to each board member not employed by the company SEK 75,000 and to the auditor on current account.
Shareholders representing 38 percent of the votes have proposed election of a new board of directors. The shareholders propose to the AGM that there be five board of directors and no deputies until the next annual general meeting, and also proposes that Kjell Stenberg, Peter Ström, Göran Wessman and Leif Darner be re-elected as board members, Göran Arvidsson is elected as new board member and Leif Darner be elected as new chairman of the board.
Göran Arvidsson is CEO of Hansa Medical since April 2015. Göran Arvidsson has important experience from the life science sector. He has been deputy CEO and CFO of the Swedish Orphan Biovitrum AB (publ), co-founder of Biovitrum and has been in managing positions with Pharmacia AB och Procordia AB.
For the period through the end of the next annual general meeting it is proposed that Ernst & Young AB, with authorized public accountant Stefan Kylebäck as the auditor-in-charge.
Authorization of the board of directors (matter 14)
The board proposes that the AGM authorize the board of directors to, on one or several occasions, until the next annual general meeting, resolve on issue of new shares and/or convertibles and/or warrants with payment in cash and/or in kind or by way of set-off or otherwise with conditions and thereby be able to derogate from shareholders pre-emptive right.
The aggregated number of shares that may be issued and the number of shares that may be subscribed for through converting promissory note, and the number of shares that may be subscribes for by right of option for subscribing new shares is limited to 4.000.000 shares.
The reason for the proposal is that the board deems it favorable for the company, in terms of expansion and raising capital, that the board of directors is allowed the capacity to resolve on issuing of shares without having to convene a general meeting.
The proposal from the board enables the board of directors to provide the company with, among other things, working capital, capital for acquisition of companies, acquisition of technical solutions and/or in order to reduce debt load.
The reason for derogating from the general pre-emptive right (pro rata parte in relation to the existing ownership quota) is that such flexibility should facilitate raising capital in the company and that the possible distribution of ownership as a result of raising the capital deems favorable for the company and its current shareholders.
A share issue shall be on market terms based on the estimated market value of the company’s shares at the time of the share issue, subject to a possibility of a market term deduction of the subscription price at the option of the board of directors in case it is deemed necessary in order to execute the issue of new shares. The board of directors is entitled to resolve on the detailed terms and conditions of the share issue.
Number of shares and votes
On the notification date for the AGM, the total number of shares outstanding in the company is 14 368 504. The total number of votes is 14 368 504. The company does not hold any shares in itself.
On the extraordinary general meeting 27 March 2017 it was resolved to adopt new articles of association regarding the limits of the share capital and the highest and lowest amount of shares in the company and a directed issue of 1.500.000 shares. The issuing of shares has not been registered at the time for this notice but should be registered at the time of the AGM.
Disclosures
On the request of any shareholder and provided the board deems that it can be performed without any significant damage to the company, the board and the CEO will provide information on the circumstances that may impact the assessment of an agenda item and on conditions that might influence the assessment of the company's financial situation.
The resolutions made by the AGM in accordance with matter 14 are valid only if supported by at least 2/3 of the represented shares and votes.
Complete proposals regarding matter 14 and 15 and all other statutory documents will be available to shareholders at company’s office and on the company’s website www.vicorepharma.se from 19 April 2017.
Gothenburg April 2017
Vicore Pharma Holding AB (publ)
BOARD OF DIRECTORS
This is information which Vicore Pharma Holding AB is required to disclose under the EU Market Abuse Regulation and the Securities Market Act. The information was provided by the above contact person's auspices, for publication April 3, 2017 at. 09:00 CET.