The shareholders of Oasmia Pharmaceutical AB, Reg. No. 556332-6676 (”Oasmia” or the ”company”) are hereby summoned to the Extraordinary General Meeting to be held on Monday, 21 February 2022, at 10:00 CET, at Solna Gate, Hemvärnsgatan 9, SE-171 54 Solna, Sweden.
The Board of Directors has, pursuant to Chapter 7, Section 4 a of the Companies Act and the company’s Articles of Association, resolved that the shareholders shall have the opportunity to exercise their voting rights by postal voting prior to the general meeting. Shareholders may thus choose to attend the meeting in person, by proxy or by postal voting.
In order to prevent the spread of COVID-19, the Board of Directors encourages all shareholders to consider the possibility of using the opportunity to postal vote instead of attending the meeting in person. Shareholders who themselves show symptoms (or who have been in contact with someone who shows symptoms) are encouraged not to attend the meeting but to instead participate by proxy or exercise their voting rights by post prior to the general meeting.
Oasmia is following developments closely, and if necessary, information about any further measures prior to the general meeting will be published on the company’s website, www.oasmia.com.
Right to participate
In order to participate in the meeting, shareholders must be entered in the share register maintained by Euroclear Sweden AB on 11 February 2022. Further, shareholders who wish to participate in the meeting must notify the company no later than 15 February 2022 or cast a postal vote in accordance with the instructions under the heading “Instructions for postal voting” no later than 15 February 2022. Notice of participation is made:
- by mail to Oasmia Pharmaceutical AB, Vallongatan 1, 752 28 Uppsala; or
- by e-mail to firstname.lastname@example.org.
The notice must state name/company name, personal identification number or corporate registration number, postal address, a telephone number, shareholding and, where appropriate, information about any proxy or shareholder assistants. Shareholders may bring a maximum of two assistants, provided that their participation is notified as above.
In order to be entitled to participate in the meeting, a shareholder whose shares are nominee-registered must, in addition to giving notice of participation, register its shares in its own name so that the shareholder is registered in the share register as of the record date on 11 February 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 11 February 2022 are taken into account in the presentation of the share register.
Proxy and proxy form
Shareholders represented by proxy must issue a written, signed and dated power of attorney for the proxy. The power of attorney must not have been issued more than one year before the date of the general meeting, unless the power of attorney provides for a longer period, however, not exceeding five years from issuance. The original power of attorney as well as certificate of incorporation and other relevant documents, evidencing the authorised representative, should reach the company at the above address not later than 15 February 2022.
A proxy form is available on the company’s website, www.oasmia.com.
Instructions for postal voting
Shareholders who wish to exercise their voting rights by postal voting shall use the postal voting form and follow the instructions available on the company’s website, www.oasmia.com. The postal vote must be received by the company no later than 15 February 2022. The postal voting form must be sent:
- by mail to Oasmia Pharmaceutical AB, Vallongatan 1, 752 28 Uppsala; or
- by e-mail to email@example.com.
If a shareholder who has submitted a postal voting form attends the general meeting in person or by proxy, the postal vote lapses.
- Opening of the meeting.
- Election of Chairman of the 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 meeting has been duly convened.
- Resolution on amendment of the Articles of Association.
- Resolution on approval of the Board of Directors’ resolution on new issue of shares with preferential rights for existing shareholders.
- Closing of the meeting.
Item 2 – Election of Chairman of the meeting
The Board of Directors proposes that Johan Wigh, member of the Swedish Bar Association, or in the event on his absence, the person appointed by the Board of Directors instead, be elected Chairman of the meeting.
Item 7 – Resolution on amendment of the Articles of Association
The Board of Directors proposes that the general meeting resolves on an amendment to the Articles of Association whereby the company's corporate name is changed as set out below.
The company’s existing Articles of Association are amended so that paragraph 1 hereafter shall read as follows:
"The corporate name of the company is Vivesto AB. The company is a public company (publ)."
Item 8 – Resolution on approval of the Board of Directors’ resolution on new issue of shares with preferential rights for existing shareholders
The Board of Directors proposes that the general meeting resolves to approve the Board of Directors’ resolution on 19 January 2022 on a new issue, with preferential rights for the shareholders, of no more than 89,673,909 shares, entailing an increase in the share capital of no more than SEK 8,967,390.90 in accordance with the following conditions:
- The right to subscribe for shares shall, with preferential rights for existing shareholders, be granted to those who, on the record date of the rights issue, are registered as shareholders in the company. Each shareholder receives one (1) subscription right for each (1) existing share. Five (5) subscription rights entitle to subscription of one (1) share.
- The subscription price is SEK 1.68 per share. The part of the subscription price that exceeds the quota value of the shares shall be added to the non-restricted share premium reserve.
- Allotment of subscription rights is made in accordance with the holding registered with Euroclear Sweden AB for each shareholder as of 4 March 2022 (the record date). The last day for trading in the company’s share including the right to receive subscription rights is 2 March 2022. The first day of trading in the company’s share excluding the right to receive subscription rights is 3 March 2022.
- Subscription of shares on the basis of subscription rights shall be made through simultaneous cash payment from and including 8 March 2022 until and including 22 March 2022. The Board of Directors has the right to extend the subscription and payment period.
- Subscription of shares without subscription rights shall be made on a special subscription list during the period from and including 8 March 2022 until and including 22 March 2022. Payment for shares subscribed for without subscription rights shall be made in cash in accordance with instructions on the settlement note, but no later than three (3) business days from receipt of the settlement note. The Board of Directors has the right to extend the subscription and payment period.
- Subscription of shares of those who have guaranteed the rights issue shall be made on a special subscription list during the period from and including 23 March 2022 until and including 25 March 2022. Payment for shares subscribed for without subscription rights shall be made in cash in accordance with instructions on the settlement note, but no later than three (3) business days from receipt of the settlement note. The Board of Directors has the right to extend the subscription and payment period.
- The shares entitle to dividends for the first time on the first record date for dividends that occurs after the shares have been registered with the Swedish Companies Registration Office and entered in the share register maintained by Euroclear Sweden.
- In the event that not all shares are subscribed for under subscription rights, the Board of Directors shall, within the maximum amount of the rights issue, resolve on allotment of shares without subscription rights, whereby allotment shall be made as follows:
- Primarily, allotment shall be made to those who subscribed for shares under subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, pro rata in relation to the number of subscription rights exercised for subscription and, to the extent that this cannot be done, by drawing lots.
- Secondarily, allotment shall be made to others who have signed up for subscription without subscription rights. In the event that they cannot receive full allotment, allotment shall be made pro rata in proportion to the number of shares subscribed for by each and, to the extent that this cannot be done, by drawing lots.
- In the third and final stage, any remaining shares shall be allotted to the parties who have guaranteed the rights issue, in relation to the guarantee undertakings made.
- The Board of Directors, or the person appointed by the Board of Directors, shall also be entitled to make the minor adjustments to the above resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
- Documents pursuant to Chapter 13, Section 6 of the Companies Act is attached to the resolution.
A resolution pursuant to item 7 above is valid only when supported by shareholders representing no less than two-thirds of the votes cast and the shares represented at the meeting.
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 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 448,369,546. 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 meeting about circumstances that may affect the evaluation of an item on the agenda and the company’s relationship to other group companies.
Documents pursuant to the Companies Act will be held available from the company and on the company’s website, www.oasmia.com, at least three weeks prior to the general meeting. Copies of the above documents are also sent to the shareholders who so request and provide their postal or e-mail address.
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.
Oasmia Pharmaceutical AB
Stockholm in January 2022
The Board of Directors