The shareholders of Vivesto AB, Reg. No. 556332-6676 (”Vivesto” or the ”company”), are hereby summoned to the Annual General Meeting on Wednesday, 25 May 2022.
In light of the corona pandemic and in order to minimize any risk of spreading the coronavirus, the Board of Directors of the company has decided that the Annual General Meeting is to be held only through postal voting pursuant to temporary legislation. This means that the Annual General Meeting will be conducted without the physical presence of shareholders, representatives or external parties. Shareholders will only be able to exercise their voting rights at the Annual General Meeting by postal voting in advance in the manner described below.
Information on the resolutions passed at the Annual General Meeting will be disclosed on Wednesday, 25 May 2022, when the outcome of the postal voting has been confirmed.
Right to attend
Shareholders who wish to participate in the Annual General Meeting must
- be registered as of 17 May 2022 in the share register kept by Euroclear Sweden AB, and
- give notice of participation no later than 24 May 2022 by casting its postal vote in accordance with the instructions under the heading “Postal voting” below so that the postal vote is received by the company no later than that day.
Nominee-registered shares
In order to be entitled to participate in the Annual General Meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation in the Annual General Meeting, register its shares in its own name so that the shareholder is registered in the share register as of 17 May 2022. Such registration may be temporary (so-called voting rights registration), and request for such voting rights registration shall be made to the nominee in accordance with the nominee’s routines at such a time in advance as decided by the nominee. Voting rights registrations made no later than the second banking day after 17 May 2022 are taken into account in the presentation of the share register.
Postal voting
Shareholders may exercise their voting rights at the Annual General Meeting only by postal voting in advance in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
Shareholders who wish to postal vote must use the postal voting form, which is available on the company’s website, www.vivesto.com, and from the company at Vallongatan 1, 752 28 Uppsala, Sweden. The postal voting form is considered as notice to participate at the Annual General Meeting.
The completed and signed form must be received by the company no later than Tuesday, 24 May 2022. The completed and signed form must be sent by mail to Vivesto AB, Vallongatan 1, 752 28 Uppsala, Sweden, or by e-mail to info@vivesto.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form.
Shareholders may not provide special instructions or conditions to the postal vote. If so, the vote (i.e., the entire postal vote) is invalid. Further instructions and conditions can be found in the postal voting form.
Shareholders who wish to submit its postal vote by proxy must issue a written and dated power of attorney for their proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity must be attached. Proxy form is available on the company’s website, www.vivesto.com, and from the company at Vallongatan 1, 752 28 Uppsala, Sweden. The proxy form must be enclosed to the postal voting form.
Proposed agenda
- Election of Chairman of the Annual General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons to verify the minutes in addition to the Chairman.
- Determination as to whether the Annual General Meeting has been duly convened.
- Presentation of:
- the annual report and the auditor’s report, as well as the consolidated financial statements and the consolidated auditor’s report, and
- auditor’s statement regarding whether there has been compliance with the guidelines for remuneration to senior executives which have applied since the previous Annual General Meeting.
- Resolution on adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet.
- Resolution on dispositions in respect of the company’s result pursuant to the adopted balance sheet.
- Resolution on discharge from liability for the members of the Board of Directors and the Chief Executive Officer.
- Resolution on the number of members and deputy members of the Board of Directors.
- Resolution on the number of auditors and deputy auditors.
- Resolution on fees and other remuneration to the members of the Board of Directors.
- Resolution on auditors’ fee.
- Election of members of the Board of Directors, Chairman of the Board and deputy members.
- Election of Hege Hellström as Board member (re-election).
- Election of Peter Zonabend as Board member (re-election).
- Election of Pål Ryfors as Board member (new election).
- Election of Roger Tell as Board member (new election).
- Election of Peter Zonabend as Chairman of the Board (new election).
- Election of auditor.
- Resolution on principles for appointing a Nomination Committee and instructions for the Nomination Committee.
- Resolution on approval of the remuneration report.
- Resolution on issue authorization.
- Resolution on adoption of a long-term incentive program based on employee stock options for senior executives in the company.
Nomination Committee
Prior to the Annual General Meeting, the company’s Nomination Committee has consisted of Per Arwidsson (Chairman), representing Arwidsro Investment AB, Håkan Lagerberg, representing Mastan AB, and the Chairman of the Board, Anders Härfstrand.
Proposed resolutions
Item 1 – Election of Chairman of the Annual General Meeting
The Nomination Committee proposes that Johan Wigh, or in the event of his absence, the person appointed by the Board of Directors instead, be elected Chairman of the Annual General Meeting.
Item 2 – Preparation and approval of the voting list
The voting list proposed to be approved under item 2 on the agenda is the voting list prepared by the Chairman, based on the general meeting share register and received postal votes, as verified and confirmed by the persons elected to attest the minutes.
Item 4 – Election of one or two persons to verify the minutes in addition to the Chairman
The Board of Directors proposes that Per Arwidsson and Håkan Lagerberg, or in the event of absence of any or both, the person or persons designated by the Board of Directors instead, be elected to attest the minutes. The tasks of the persons elected to attest the minutes also include verifying the voting list and that received postal votes are correctly reproduced in the minutes of the meeting.
Item 8 – Resolution on dispositions in respect of the company’s result pursuant to the adopted balance sheet
The Board of Directors proposes that no dividend is paid and that available profits are carried forward.
Item 10 – Resolution on the number of members and deputy members of the Board of Directors
The Nomination Committee proposes that the number of members of the Board of Directors shall be four without deputies.
Item 11 – Resolution on the number of auditors and deputy auditors
The Nomination Committee proposes that one registered accounting firm be elected as auditor, without deputies.
Item 12 – Resolution on fees and other remuneration to the members of the Board of Directors
The Nomination Committee proposes that the fees to the members of the Board of Directors shall be the following:
- SEK 500,000 to the Chairman of the Board and SEK 250,000 to each of the other Board members elected by the Annual General Meeting who are not employed by the company, and
- SEK 50,000 to the Chairman of the Audit Committee and SEK 25,000 to each of the other members of the Audit Committee, and SEK 50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members of the Remuneration Committee.
Item 13 – Resolution on auditors’ fee
The Nomination Committee proposes that the auditor’s fees shall be paid as per approved invoice.
Item 14 – Election of members of the Board of Directors, Chairman of the Board and deputy members
The Nomination Committee proposes re-election of the Board members Hege Hellström and Peter Zonabend, and new election of Pål Ryfors and Roger Tell for the period until the end of the next Annual General Meeting. Anders Härfstrand, Andrea Buscaglia och Birgit Stattin Norinder have declined re-election. The Nomination Committee proposes new election of Peter Zonabend as Chairman of the Board.
Information on Pål Ryfors and Roger Tell follows below.
Pål Ryfors
Born: 1983
Other assignments: Chief Executive Officer of Episurf Medical AB and Board member of Aros Kapital AB.
Previous experience: Pål has vast experience from leading positions within the finance and banking sector both in the Nordics and internationally. He has previously been CFO of Marginalen Bank and Head of Group Controlling at Hoist Finance AB. Prior to that, he was an investment banker at Societe Generale in London, a position he assumed after holding several leading positions in the restructuring of the Swedish operations of Kaupthing Bank.
Education: Bachelor in Financial Economics from Gothenburg School of Economics.
Holdings of shares or other financial instruments in the company (including holdings of related persons): –
Pål is independent in relation to the company and its executive management, as well as in relation to major shareholders in the company.
Roger Tell
Born: 1965
Other assignments: Chief Scientific Officer and Chief Medical Officer of Isofol Medical AB.
Previous experience: Vice President of Clinical Development at Aprea Therapeutics and International Clinical Project Director at Servier in Suresnes, France. He has an extensive experience as an oncologist as well as an advisor to biopharma companies, including Eli Lilly, Astra Zeneca and Merck Serono.
Education: Medical degree and a doctorate in experimental oncology from the Karolinska Institute in Sweden.
Holdings of shares or other financial instruments in the company (including holdings of related persons): –
Roger is independent in relation to the company and its executive management, as well as in relation to major shareholders in the company.
Information on all proposed members is available at the company’s website, www.vivesto.com.
Item 15 – Election of auditor
The Nomination Committee proposes, in accordance with the recommendation of the Remuneration Committee, re-election of the registered accounting firm KPMG AB as the company’s auditor for the period until the end of the next Annual General Meeting. KPMG AB has informed that the Authorized Public Accountant Duane Swanson will be appointed auditor in charge, should KPMG AB be elected as auditor.
Item 16 – Resolution on principles for appointing a Nomination Committee and instructions for the Nomination Committee
The Nomination Committee proposes that the Annual General Meeting resolves to adopt principles for appointing a Nomination Committee and instructions for the Nomination Committee’s work in accordance with below.
A Nomination Committee shall be appointed for the period until a new Nomination Committee has been appointed to prepare and submit proposals for the shareholders at the Annual General Meeting concerning:
- Chairman of the meeting,
- number of Board members,
- election of members of the Board of Directors and Chairman of the Board,
- fees to the members of the Board of Directors,
- election of auditor,
- auditors’ fee,
- to the extent deemed necessary, amendments to the principles for the Nomination Committee’s appointment and instructions for the Nomination Committee, and
- other questions that may be placed upon the Nomination Committee according to the Swedish Corporate Governance Code.
The Nomination Committee’s proposal shall be presented in the notice of the Annual General Meeting and on the company’s website. At other general meetings than the Annual General Meeting, the Nomination Committee’s proposal shall comprise the election or elections to take place at the general meeting. The Nomination Committee shall otherwise fulfil the tasks that are placed upon a Nomination Committee according to the Swedish Corporate Governance Code.
The Nomination Committee shall consist of three members, who shall be appointed as follows:
The Chairman of the Board shall contact the two largest shareholders in terms of voting rights, who shall then appoint one representative each to, alongside the Chairman of the Board, comprise the Nomination Committee. If any of the two largest shareholders refrain from appointing a representative, the Chairman of the Board shall invite the shareholder who comes next in size to appoint a representative. The analysis of the ownership shall be based on Euroclear Sweden AB’s register of registered shareholders as of 30 September the year prior to the Annual General Meeting, and any other circumstances known to the Chairman of the Board at this time. In assessing who constitutes the largest shareholders in terms of the number of votes, a group of shareholders shall be considered an owner if they (i) are grouped as owners in Euroclear Sweden AB’s register or (ii) published and notified to the company that they have entered into a written agreement to take a long-term stance regarding the company’s management by coordinating their exercise of voting rights.
The majority of the Nomination Committee’s members shall not be members of the Board of Directors. The majority of the Nomination Committee’s members shall be independent in relation to the company and the executive management. Neither the Chief Executive Officer nor other members of the executive management shall be members of the Nomination Committee. At least one of the members of the Nomination Committee shall be independent in relation to the largest shareholder in the company in terms of voting rights or group of shareholders who collaborate regarding the company’s management.
The member who represents the largest shareholder in terms of voting rights shall be appointed Chairman of the Nomination Committee, unless the members agree otherwise. The Chairman of the Board or another Board member may not be the Chairman of the Nomination Committee.
Information on the composition of the Nomination Committee shall be provided on the company’s website no later than six months prior to the Annual General Meeting, in which information on how shareholders can get in touch with and submit proposals to the Nomination Committee shall be provided.
A shareholder who has appointed a member of the Nomination Committee shall be entitled to appoint a replacing member of the Nomination Committee. In the event a member resigns from the Nomination Committee before the Nomination Committee’s assignment is completed, the shareholder who appointed the resigning member shall be entitled to appoint a successor.
If, during the term of office of the Nomination Committee, one or more shareholders who appointed members of the Nomination Committee no longer belong to the two largest shareholders in terms of voting rights, members appointed by these shareholders must tender their resignation and shareholder or shareholders added among the two largest shareholders in terms of voting rights shall have the right to appoint members. Unless there are special reasons, no changes shall be made in the composition of the Nomination Committee if only marginal changes in the number of votes have taken place or if the change occurs later than three months prior to the Annual General Meeting. Changes in the composition of the Nomination Committee are to be published as soon as they have taken place.
No remuneration is paid to members of the Nomination Committee. However, the Nomination Committee is entitled to charge the company with reasonable costs for the execution of the assignment.
These principles for the Nomination Committee's appointment and instructions for the Nomination Committee shall be valid until further notice until a resolution on amendment is passed by a general meeting.
Item 17 – Resolution on approval of the remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the Board of Directors’ report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Item 18 – Resolution on issue authorization
The Board of Directors proposes that the Annual General Meeting resolves on issue authorization as follows:
The Annual General Meeting authorises the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on one or more issues of shares, warrants and/or convertible instruments with or without pre-emption rights for the shareholders. The issue resolution may be an issue in kind or an issue by way of set-off and/or on such terms and conditions as referred to in Chapter 2, Section 5, second paragraph, points 1-3 and 5, of the Swedish Companies Act. The new shares, warrants and/or convertible instruments shall, in the event of a deviation from the shareholders’ pre-emption rights, be issued at a subscription price based on the share price at the time of the issue (or in case of warrants or convertibles, with the share price as basis for a market valuation), decreased by any discount in accordance with market conditions that the Board of Directors deems necessary. If the Board of Directors deems it appropriate to enable delivery of shares in connection with an issue as described above, the shares may be subscribed for at a subscription price corresponding to the quota value of the shares. All other terms are decided by the Board of Directors but shall be in accordance with market conditions.
A maximum of 107,608,691 shares, which corresponds to twenty percent of the total number of outstanding shares in the company at the time of the Annual General Meeting, may be issued under the authorization (including any new shares following the exercise or conversion of warrants and convertible instruments issued under the authorization).
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 19 – Resolution on adoption of a long-term incentive program based on employee stock options for senior executives in the company
The Board of Directors proposes that the Annual General Meeting resolves to adopt a long-term incentive program based on employee stock options for certain senior executives in the company (“Option Program 2022”) in accordance with items 19(a) and 19(b) below.
The resolutions under items 19(a) and 19(b) below are proposed to be conditional upon each other, respectively. If the majority requirement for item 19(b) below is not met, the Board of Directors proposes that the company shall be able to enter into an equity swap agreement with a third party in accordance with item 19(c) and the resolutions below under items 19(a) and 19(c) shall then be conditional upon each other.
Adoption of Option Program 2022 (item 19(a))
The program in brief
The Option Program consists of employee stock options that may be allotted to the following senior executives in the company: Francois Martelet and Daniel Tesfa. The employee stock options have a vesting period of three (3) years (the “Vesting Period”), after which the holder is entitled to exercise the options for shares in the company during a period of three (3) months in accordance with the terms and conditions set out below. Allotment of employee stock options under the Option Program 2022 shall take place during June 2022, subject to possible prolongation by the Board as per below.
The background and rationale for the proposal
The purpose of the Option Program 2022 is to create conditions for motivating and retaining competent employees within the company and to increase the coherence between the employees’ , shareholders’ and the company’s objectives.
By offering options that are based on the share price development, the participants are premiered for increased shareholder value. The Option Program 2022 also rewards the participants’ continued loyalty and thus the long-term value growth of the company. Accordingly, the Board of Directors believes that the Option Program 2022 will be advantageous for the company and its shareholders.
Terms and conditions
The company may allot employee stock options as stated under the heading “Allocation of employee stock options” below. Each option entitles the participant to acquire one share in the company in accordance with the following terms and conditions:
- The employee stock options will be allotted free of charge.
- Allotment requires that an acquisition of employee stock options can take place legally and that, according to the Board of Directors’ assessment, it can be carried out with reasonable administrative and financial efforts. The last day for allotment of employee stock options shall be 30 June 2022. The period under which allotment of the employee stock options shall take place may be prolonged by the Board, should any participant be prohibited from being allotted employee stock options due to applicable laws on insider trading or equivalent.
- The employee stock options entitle, after vesting in accordance with the terms and conditions, including, with certain exceptions, that the participant is still employed throughout the Vesting Period, the participant to subscribe for shares during the period from and including 1 July 2025 until and including 30 September 2025.
- The participant must, with certain exceptions, be employed within the group when the participant acquires shares on the basis of the Option Program 2022.
- Each employee stock option that is transferred entitles the participant to acquire one share in the company at an exercise price corresponding to 140 percent of the volume-weighted average share price for the company’s share on Nasdaq Stockholm during the ten (10) trading days immediately preceding 31 May 2022 (the “Exercise Price”).
- The employee stock options shall not constitute securities and may not be transferred or pledged.
- The Exercise Price for employee stock options, determined as set out above, shall be rounded to the nearest SEK 0.01, whereby SEK 0.005 shall be rounded downwards. The Exercise Price and the number of shares that each employee stock option entitles to subscription for shall be recalculated in the event of share split, reverse share split, new share issue and/or similar measures, in accordance with market practice.
Allocation of employee stock options
The right to receive employee stock options shall accrue to Vivesto’s CEO and incoming CMO, as set out in the table below:
| Participant | Maximum number of employee stock options |
| Francois Martelet (CEO) | 2,250,000 |
| Daniel Tesfa (incoming CMO) | 450,000 |
Allotment of employee stock options shall take place during June 2022, subject to possible prolongation by the Board as per above. The total number of employee stock options that may be allotted to the participants within the framework of the Option Program 2022 amounts to no more than 2,700,000.
Design and administration
The Board of Directors, or a Remuneration Committee appointed within the Board of Directors, shall be responsible for preparing the detailed design and administration of the terms and conditions of the Option Program 2022, in accordance with the above presented terms and guidelines, including provisions on recalculation in the event of an in-between bonus issue, share split, rights issue and/or similar measures. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the company or in its environment that would result in that the adopted terms of the Option Program 2022 no longer fulfil their objectives.
Preparation of the program
The proposal for resolution on adoption of Option Program 2022 has been prepared by the Board of Directors and its Remuneration Committee in consultation with external advisers.
Scope and costs for the Option Program 2022
The Option Program 2022 will be reported in accordance with IFRS 2, which means that the employee stock options will be expensed as non-cash personnel costs over the Vesting Period. Costs related to the employee stock options are estimated to amount to SEK 1,381,411, excluding social contributions, accounted in accordance with IFRS 2 based on the following assumptions: (i) that 2,700,000 employee stock options are allotted, and (ii) that the volume-weighted average share price at the beginning of the Option Program 2022 is SEK 1.45 per share. Based on the same assumptions as above, and subject to social contributions of 31.42 percent, and a share price increase of 100 percent from the start of the Option Program 2022 until the employee stock options are exercised, the costs for social contributions are estimated to amount to SEK 747,387. The total cost in accordance with IFRS 2, including social security costs, is therefore estimated at SEK 680,693 per year, based on the same assumptions as above and a term of the employee stock options of 3.13 years. The company intends to hedge the entire social contribution costs by way of an issue of warrants in the manner set out in the Board’s proposal pursuant to item 19(b) below, which may be exercised by a financial intermediary in connection with the exercise of the employee stock options. If the company chooses to implement such hedging measures, the social security contributions will not affect the company’s cash flow.
Effects on key rations and dilution
Upon maximum allotment of employee stock options and provided that the hedging arrangements pursuant to item 19(b) below are adopted by the Annual General Meeting, no more than 2,700,000 shares are estimated to be allotted under the Option Program 2022 and 848,339 shares be used to hedge social contributions arising as a result of the Option Program 2022, whereby a dilution of approximately 0.7 percent of the total number of shares in the company will arise.
Given the above assumptions regarding scope and costs, and that Option Program 2022 was introduced in 2020 instead, it is estimated that the key ratio earnings per share for the full year 2021 would have been unchanged at approximately SEK -0.25.
Existing incentive programs
At the time of this proposal, there are two outstanding share-related incentive programs in the company.
Employee stock option program directed to the company’s Chief Executive Officer
In connection with the negotiation of an employment agreement with the Chief Executive Officer Francois Martelet, the Board allotted 896,739 employee stock options which , after recalculation due to the company’s rights issue in 2022, can be exercised against the same number of shares at an exercise price of SEK 7.35 per share between 13 February 2023 and 13 February 2024. The exercise price corresponds to approximately 150 percent of the share price when the employment was agreed and announced on 14 February 2020. The allotment of the employee stock options was approved by the Extraordinary General Meeting on 14 May 2020. The options were granted free of charge and thus in addition to fixed base salary, short-term variable remuneration and other customary employment benefits and are intended to create a long-term incentive for the Chief Executive Officer in line with the shareholders’ interest. The company has not resolved on any special securing of share delivery and payments as a result of the option exercise, among other things as the program is not assumed to have a significant financial impact and only corresponds to approximately 0.2 percent dilution.
Option program 2021
An Extraordinary General Meeting on 20 October 2021 resolved to adopt a long-term incentive program based on employee stock options for senior executives in the company. The program consists of no more than 4,500,000 options. The employee stock options entitle, after vesting in accordance with the terms and conditions, the participant to subscribe for shares during the period from and including 1 November 2024 until and including 31 January 2025. Each employee stock option entitles the holder to subscription of one share in the company at a price of SEK 3.11. The company has in total allotted 2,250,000 employee stock options to Francois Martelet. The options were allotted free of charge. To ensure delivery of shares to the participants in the company’s incentive program, and to hedge social contribution costs upon exercise of employee stock options, the company has issued warrants to Vivesto AB, which entitle to subscription of in total 5,914,590 shares in the company.
Issue of warrants and approval of transfer of warrants to participants and third party (item 19(b))
The Board of Directors proposes that the Annual General Meeting resolves to issue no more than 3,548,339 warrants, of which 2,700,000 shall be issued to secure share delivery to the participants in the Option Program 2022 according to the terms and conditions of the program, and 848,339 warrants shall be issued to hedge the company’s exposure to social contribution costs that may arise as a result of the exercise of employee stock options. The share capital may increase by no more than SEK 354,833.9. For the resolution, the following terms and conditions shall otherwise apply.
- The right to subscribe warrants is given, by deviation from the shareholders’ preferential rights, Vivesto AB. Further transfer of 2,700,000 warrants shall be possible, at one or several occasions, to the participants in the Option Program 2022 or otherwise to third parties in order to deliver shares to the participants, in accordance with the terms and conditions of the Option Program 2022. Further transfer of 848,339 warrants shall be possible to third parties with whom/which the company has entered into an agreement for the purpose of raising capital to cover social contribution costs arising as a result of the exercise of employee stock options.
- The reason for the deviation from the shareholders’ preferential rights is the introduction of the Option Program 2022.
- The warrants shall be issued free of charge.
- The warrants shall be subscribed for on a special subscription list no later than 31 July 2022. The Board of Directors shall have the right to prolong the subscription period.
- Each warrant entitles to subscription of one (1) share in the company. New subscription of shares by support of the warrants can take place from and including the day of registration of the warrants with the Swedish Companies Registration Office up to and including 31 October 2025.
- The subscription price for the shares subscribed for by support of the warrants shall correspond to the share’s quota value. Recalculation may take place pursuant to the complete terms and conditions of the warrants. Any share premium shall be added to the non-restricted share premium reserve.
- The newly issued shares following exercise of the warrants shall carry right to dividends for the first time on the first record date for dividend that takes place after the new shares have been registered and recorded in the share register kept by Euroclear Sweden AB.
- The complete terms and conditions for the warrants are available on the company’s website, www.vivesto.com.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make the minor adjustments to the above resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Share swap agreement with third party (item 19(c))
Should the majority requirement for item 19(b) above not be met, the Board of Directors proposes that the Annual General Meeting resolves that the Option Program 2022 be hedged instead so that Vivesto can enter into a share swap agreement with a third party on terms in accordance with market practice, where the third party in its own name shall be entitled to acquire and transfer shares in Vivesto to the participants.
Majority requirements
A resolution pursuant to item 18 must be supported by shareholders representing no less than two thirds of both the votes cast and the shares represented at the Annual General Meeting.
A resolution pursuant to item 19(a) above must be supported by shareholders representing more than half of the votes cast. A resolution pursuant to item 19(b) above is valid only when supported by shareholders representing no less than nine-tenths of both the votes cast and the shares represented at the Annual General Meeting. For a valid resolution pursuant to item 19(c) above, a majority of more than half of the votes cast is required.
Number of shares and votes in the company
The shares in the company are only issued in one series. Each share in the company carries one vote at the Annual General Meeting. At the time of issuance of this notice, the total number of shares in the company, as well as the total number of voting rights, amounts to 538,043,455. The company holds no treasury shares.
Shareholders’ right to receive 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 at the Annual General Meeting about circumstances that may affect the evaluation of an item on the agenda, circumstances that may affect the evaluation of the company’s or subsidiaries’ financial position and the company’s relation to other group companies.
Due to the fact that the meeting will be held without a physical meeting, requests for information must be submitted in writing by mail to the address Vallongatan 1, 752 28 Uppsala, Sweden, or by e-mail to info@vivesto.com, no later than 15 May 2022. Such information is provided by being kept available from the company at the address Vallongatan 1, 752 28 Uppsala, Sweden, and on the company’s website, www.vivesto.com, no later than 20 May 2022. The information is also sent within the same time to the shareholders who so request and provide their postal or e-mail address.
Available documents
Accounting documents and auditor’s report as well as the Board of Directors’ remuneration report and the auditor’s statement regarding compliance with the guidelines for remuneration to senior executives will be available from the company no later than three weeks prior to the Annual General Meeting. The documents will also be available on the company’s website, www.vivesto.com.
The Board of Directors’ complete proposals will be available from the company and on the company’s website, www.vivesto.com, no less than three weeks prior to the Annual General Meeting.
Copies of the above documents are also sent to the shareholders who so request and provide their postal address.
Information on all proposed members of the Board of Directors, the Nomination Committee’s complete proposals and the Nomination Committee’s reasoned opinion regarding proposal for the Board of Directors is available on the company’s website, www.vivesto.com.
Processing of personal data
For information about how your personal data are processed, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Vivesto AB
Stockholm in April 2022
The Board of Directors