The shareholders of
Entitlement to participate and notification
Shareholders that wish to participate at the EGM shall:
- be included in the share register maintained by
Euroclear Sweden AB on Wednesday5 January 2022 , and - notify the Company by email to anmalan@abliva.com or, in writing to
Abliva AB (publ) ,Medicon Village , Att:Catharina Johansson , 223 81Lund, Sweden , no later than Monday10 January 2022 . Notifications must state full names, personal or corporate identity numbers, shareholdings, address, daytime telephone number, and where applicable, information on deputies or assistants (maximum of two). Where applicable, notifications should also enclose powers of attorney, certificates of registration and other legitimacy papers.
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 kept by
Information regarding COVID-19
Due to the risk of continued spread of the coronavirus, the Company has taken a number of precautionary measures ahead of the EGM to protect the health of the shareholders and the employees and to limit potential spread of the virus. The precautionary measure implies that planned speeches will be kept to a minimum and that no refreshments will be served. Participation by management, members of the Board of Directors, as well as non-shareholder will be limited. The Company encourages the shareholders to use the below option to exercise their voting rights by proxy without participating physically at the EGM. The Company follows the development closely any will publish updated information if necessary.
Proxies etc.
If shareholders attend by proxy, such proxy must bring a written power of attorney, dated and signed by the shareholder to the Meeting. This power of attorney may not be older than one year, unless a longer term of validity (although subject to a maximum of five years) is stated in the power of attorney. If the power of attorney has been issued by a legal entity, the proxy should also bring the relevant certificate of registration or corresponding legitimacy papers for the legal entity. To facilitate entry, a copy of the power of attorney and other legitimacy papers should be attached to the notification of attendance of the Meeting. Power of attorney forms are available from the Company’s website www.abliva.com and can be sent by mail to shareholders that contact the Company stating their mail address.
Number of shares and votes
At the time of publication of this Notice, the total number of shares and votes of the Company is 403,006,798. The Company does not hold any treasury shares.
Proposed agenda:
- Opening the Meeting.
- Election of a Chair of the Meeting.
- Election of one or two persons to verify the minutes.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Consideration of whether the Meeting has been duly convened.
- Resolution on approval of the Board of Directors’ resolution on a directed issue of convertibles.
- Closing the Meeting.
Proposed resolutions in brief:
Election of a Chair of the Meeting (point 1)
The Board of Directors proposes that attorney
Resolution on approval of the Board of Directors’ resolution on a directed issue of convertibles (item 6)
The Board of Directors proposes that the EGM approves the Board of Directors’ resolution on
Entitled to subscribe for the convertible bonds in the issue shall be the major shareholders
The nominal amount of the convertible bonds shall be
The subscription price shall be equal to the nominal amount of the convertible bonds with the deduction of the Set-up fee. Hence, the subscription price shall be 96.05 per cent of the nominal amount of the convertible bonds. The Set-up fee, the subscription price, the conversion rate and the interest rate have been determined based on the Company’s shares listed market price and the convertible loan’s value after negotiations with the subscriber and following the recommendations from an independent investment bank.
Subscription through payment for the convertible bonds shall take place within fifteen (15) banking days of the date of the general meeting approving the resolution to issue the convertible bonds. The Board of Directors shall be entitled to extend the subscription and the payment period.
Holders of the convertible bonds are entitled to convert all or part of the loan amount, together with any accrued interest, according to Convertible Bond 2021/2022 into shares in the Company in accordance with the Terms and Conditions on the date of the Board of Directors’ resolution or the shareholders’ meeting’s resolution, or within 5 banking days thereafter of a forthcoming new issue of shares in the Company, however, at the earliest on the date of the general meeting approving the resolution to issue the convertible bonds, at a conversion price corresponding to the subscription price in the Company's forthcoming new issue of shares, however, not less than
In the event of voluntary or involuntary liquidation (Sw. likvidation) of the Company or bankruptcy (Sw. konkurs) of the Company, the right to receive payment under the Convertible Bond 2021/2022 shall be subordinated to all non-subordinated debts.
In case of full conversion of the bonds on the last day for conversion, the issue entails an increase of the share capital of not more than
Shares which have been issued as a consequence of conversion shall entitle to dividends for the first time on the record date for dividends occurring after registration of the new shares.
The Company's CFO, or a person appointed by the Board of Directors, is authorized to make those minor adjustments of the resolution which may be required in connection with the registration of the issue at the Swedish Companies Registration Office or
For a valid resolution, the proposal is required to be supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
Other
The Board of Directors and the CEO shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda.
The Board of Directors’ complete proposal in accordance with the above, the Board of Directors’ report and the auditor’s statement pursuant to Chapter 15, Section 8 of the Swedish Companies Act as well as other documents according to the Swedish Companies Act will be held available at the Company’s office, Scheeletorget 1, 223 63
Processing of personal data
For information on how personal data is processed in relation the Meeting, see the privacy notice available on Euroclear’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors
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