Notice of Extraordinary General Meeting in Medivir AB (publ)

STOCKHOLM, Nov. 7, 2023 /PRNewswire/ -- The shareholders in Medivir AB (publ) reg. no. 556238-4361 (the “Company”) are hereby convened to the extraordinary general meeting, which will be held on Friday 1 December 2023, at 10.00 CET at Helio GT30, Grev Turegatan 30, Stockholm, Sweden. Registration starts at 09.30 am. and will stop when the general meeting starts.

Pursuant to § 11 of the Company’s Articles of Association, the board of directors has resolved that shareholders may exercise their voting rights at the general meeting by post. Shareholders may therefore choose to exercise their voting rights at the general meeting, by proxy or through postal voting.

Shareholders who wish to exercise their voting rights at the general meeting must:

• be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on 23 November 2023; and

• give notice to the Company of their intention to attend the annual general meeting according to the instructions under the heading “Notification of attendance in person or by proxy”, alternatively cast a postal vote according to the instructions under the heading “Instructions for postal voting” no later than 27 November 2023.

Nominee-registered shares

Shareholders whose shares are nominee-registered through a bank or other authorised depositary, for example in a custody account, must - in addition to giving notice of their attendance - request that the shares to be temporarily re-registered in their own name so that the shareholder is registered in Euroclear’s share register as of the record date on 23 November 2023. Re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in advance in accordance with the nominee’s routines. Voting right registration that the shareholder has requested and has been issued by the nominee no later than 27 November 2023 will be accepted in the preparation of the share register.

Please observe that this procedure may also apply for shares that are held in a bank’s custody account and on certain Swedish investment savings accounts (ISK).

Notification of attendance in person or by proxy

Shareholders who wish to attend the general meeting in person or by proxy must notify the Company of this no later than 27 November 2023 either:

• at the Company’s website, www.medivir.se;

• by e-mail to GeneralMeetingService@euroclear.com;

• by phone +46 8-402 97 37; or

• by post to Medivir AB, “Extraordinary general meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.

In the notification, provide your name or company name, personal or organisation ID number, address, phone number and, if applicable, the number of persons attending with you (maximum two).

If attending by proxy or representative, authorisation documents (a power of attorney and/or registration certificate) should be sent to Company at the above address well in advance of the general meeting and preferably by 27 November 2023. Power of attorney forms are available on the Company’s website, www.medivir.se.

Instructions for postal voting

A special form shall be used for postal voting. Postal voting form is available at Company’s website, www.medivir.se.

Shareholders can vote by post in following ways:

• Completed and signed postal voting form can be sent by post to Medivir AB, “Extraordinary general meeting”, c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by e-mail to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear no later than 27 November 2023.

• Shareholders may also, no later than 27 November 2023, cast a postal vote electronically via verification with BankID on Euroclear’s website https://anmalan.vpc.se/EuroclearProxy.

The shareholder may not give instructions other than to mark one of the alternative answers on the form. If the shareholder has included special instructions or conditions on the form, or changed or made amendments to the pre-printed text, the postal vote will be considered invalid. Further instructions and conditions can be found in the postal voting form.

If a shareholder casts a postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Power of attorney forms are available on Company’s website, www.medivir.se. If the shareholder is a legal entity, a registration certificate or other authorisation document must be enclosed with the form.

Those who wish to withdraw a submitted postal vote, and instead cast their vote by participating in the general meeting in person or by proxy, must notify the meeting’s secretariat before the general meeting is opened. For questions concerning the postal voting procedure, please contact Euroclear, tel. +46 8-402 92 37 (Monday - Friday, between 9 a.m. - 4 p.m.).

Personal data

Personal data obtained from the share register, notices of attendance at the general meeting and information on proxies will be used for registration, preparation of the voting list for the general meeting and, where applicable, the minutes of the general meeting.

For information about how your personal data is processed, please refer to the Privacy Policy available on Euroclear’s website:

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Proposed agenda

1. Opening of the meeting

2. Election of the chairperson for the meeting

3. Approval of the agenda

4. Establishment and approval of the voting list

5. Election of one or two persons to attest the minutes

6. Determination as to whether the meeting has been duly convened

7. Resolution on approval of the board of director’s resolution on a rights issue of shares

8. Closing of the meeting

Resolution proposal

Chairperson of the meeting (agenda item 2)

The nomination committee has proposed that Uli Hacksell shall be elected chairperson of the meeting, or in the event of his absence, the person appointed by the board of directors.

Resolution on approval of the board of director’s resolution on a rights issue of shares (agenda item 7)

On 7 November 2023, the board of directors resolved (in italics), subject to the approval of the general meeting, on a new issue of shares with pre-emption rights for existing shareholders. The board of directors proposes that the general meeting approves the board of directors’ resolution.

The board of directors’ resolves, subject to approval by an extraordinary general meeting, to increase the Company’s share capital with a maximum of SEK 27,920,700,50 by an issue of 55,841,401 new ordinary shares in accordance with the conditions below.

1. The right to subscribe for ordinary shares with pre-emption rights shall belong to those who, on the record date for the rights issue, are recorded as shareholders of the Company, where one (1) share shall entitle to one (1) subscription right.^[1] One (1) subscription right entitles to subscription of one (1) ordinary share.

2. The shareholders of the Company will have preferential rights to subscribe for ordinary shares in proportion to the number of shares they already own as stated above. The board of directors of the Company shall resolve on allocation of ordinary shares in accordance with the following order: (i) firstly allocation shall be made to those who have subscribed for ordinary shares with subscription rights, regardless of whether they were shareholders on the record date or not; (ii) secondly allocation shall be made to those who have subscribed for ordinary shares without the support of subscription rights and in the event that allotment to these cannot be made in full, allotment shall be made pro rata in relation to the total number of ordinary shares that the subscriber has applied to subscribe for, and (iii) finally, in case the rights issue is not subscribed up to the underwritten amount, the guarantors that have entered into guarantee commitments shall subscribe for the outstanding number of ordinary shares, up to the underwritten amount and up to each guarantor’s respective committed amount, and in the event that allotment to such guarantors cannot be made in full in relation to their respective committed amount, allotment of ordinary shares shall be made pro rata in relation to each guarantor’s respective committed amount. To the extent that allotment at any stage according to the above cannot be made pro rata, allotment shall be made by drawing lots.

3. The record date for participation in the new issue of shares shall be on Tuesday 5 December 2023.

4. The subscription price for each ordinary share shall be SEK 2.65.

5. Subscription of new ordinary shares with subscription rights shall be made by simultaneous cash payment during the period from and including 7 December 2023 up to and including 21 December 2023. Subscription of new ordinary shares without subscription rights shall be made during the same period on a certain subscription list. Payment for new ordinary shares which are subscribed for without subscription rights shall be made by cash no later than two (2) banking days after information regarding allotment of ordinary shares has been sent. The board of directors shall have the right to extend the subscription and payment period.

6. Subscription, as concerns possible subscription by issue guarantors, shall be made on a certain subscription list no later than two (2) banking days after the stated subscription period in item 5 above. Payment for such ordinary shares that are subscribed for and allotted shall be made by cash no later than on the two (2) banking day after the contract note has been sent, on which the allotted ordinary shares are set out. The board of directors shall have the right to extend the subscription and payment period.

7. The new ordinary shares entitle to dividends for the first time on the first record date for dividend that takes place after the issue of new ordinary shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.

8. The premium for the ordinary shares shall be transferred to the unrestricted premium reserve.

9. The CEO, or the person appointed by the board of directors, shall have the right to make the minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Shares

At the time of the issue of this notice, the total number of shares in the Company amounts to 56,706,151, whereof 55,841,401 ordinary shares and 864,750 shares of class C, corresponding to a total number of votes of 559,278,760. The Company holds 11,413 of its own ordinary shares and 864,750 of its own shares of class C. The Company may not vote for its own shares.

Documentation

The board of directors’ complete proposals and other documentation pursuant to the Swedish Companies Act will be held available at the Company and on the Company’s website in accordance with the Swedish Companies Act. The documents will on request be sent to shareholders who provide their postal address. The documents will also be available at the extraordinary general meeting.

Information at the Extraordinary General Meeting

Shareholders are reminded of their right to receive information from the board of directors and at the extraordinary meeting in accordance with Chapter 7. Section 32 of the Swedish Companies Act.

Stockholm in November 2023

Medivir AB (publ)

The Board of Directors

^[1] Shares held by the company do not entitle to participation in the rights issue.

The following files are available for download:

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SOURCE Medivir

Company Codes: Bloomberg:MVIR@SS, ISIN:SE0020181014, RICS:MVIR.ST, Stockholm:MVIR