Mar 08 2023
Notice of Extraordinary General Meeting in Vimian Group AB (publ)
Vimian Group AB (publ) (“Vimian”), Reg. No. 559234-8923, with its registered office in Stockholm, gives notice of the Extraordinary General Meeting to be held on 24 March 2023 at 15:00 CET at Advokatfirman Vinge’s premises at Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Registration starts at 14:30 CET.
Right to participate in the Extraordinary General Meeting and notice of participation
A shareholder who wishes to participate in the General Meeting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on 16 March 2023, and (ii) no later than 20 March 2023 give notice by post to Vimian Group AB, Riddargatan 19, SE-114 57 Stockholm, Sweden or via e-mail to generalmeetings@vimian.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants), as well as information about any proxy.
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.vimian.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 23 March 2023.
Nominee-registered shares
To be entitled to participate in the General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on 16 March 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than 20 March 2023 are taken into account when preparing the share register.
Proposed agenda
- Opening of the General Meeting.
- Election of chairman of the General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons who shall approve the minutes.
- Determination of whether the General Meeting has been duly convened.
- The Board of Directors’ proposal on an issue of shares against contribution in kind.
- Closing of the General Meeting.
Proposed resolutions
Election of chairman of the General Meeting (item 2)
The Board of Directors proposes that Linnéa Sellström from Advokatfirman Vinge, or, if she has an impediment to attend, the person proposed by the Board of Directors, is elected chairman of the General Meeting.
The Board of Directors’ proposal on an issue of shares against contribution in kind (item 7)
The Board of Directors proposes that the General Meeting resolves to increase the share capital of the company by the amount of SEK 25,852.660492 by an issue of 15,502,391 new ordinary shares, to partly finance the company’s acquisition of Viking Blues Pty Ltd. The following conditions shall apply.
- The right to subscribe for new shares shall only vest in Finn Pharmaceuticals Pty Limited (ACN 121 462 280) as trustee for Finn Pharmaceuticals Trust (ABN 68 306 820 414), with a right and obligation to pay for the new shares by transfer of 36,519,732 shares in Viking Blues Pty Ltd.
- Subscription for the newly issued ordinary shares shall be made no later than on 31 March 2023. Subscription shall be made on a separate subscription list. The Board of Directors shall have the right to extend the subscription period.
- Payment for the shares shall be made by transfer of 36,519,732 shares in Viking Blues Pty Ltd. no later than on 31 March 2023. However, the board of directors shall be entitled to extend the payment period. The value of the contribution in kind as specified in the report by the board of directors pursuant to Chapter 13, Section 7 of the Swedish Companies Act (2005:551) corresponds to a subscription price of SEK 24.30 per share. The amount that exceeds the quota value of the shares shall be allocated to the free share premium reserve.
- The new ordinary shares entitle to dividends for the first time on the first record date for dividend following the registration of the issue of new shares.
- The CEO is authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration of the new issue.
Special majority requirements
A resolution in accordance with the Board of Directors’ proposal in item 7 above requires, in accordance with chapter 16 of the Swedish Companies Act (2005:551), the approval of at least ninetenths (9/10) of the shares represented and votes cast at the Extraordinary General Meeting.
Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7, Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to Vimian Group AB, Riddargatan 19, SE-114 57 Stockholm, Sweden or via e-mail to generalmeetings@vimian.com.
Number of shares and votes
There are 441,122,339 shares outstanding in Vimian, corresponding to 424,084,748.6 votes, of which 422,191,683 are ordinary shares entitled to one vote per share and 18,930,656 are class C shares entitled to one-tenth vote per share. As of the date of this notice, the company holds no own shares.
Documentation
Relevant documentation will be held available at the company’s office at Riddargatan 19, SE-114 57 Stockholm, Sweden, and at the company´s website, www.vimian.com, no later than two weeks before the Extraordinary General Meeting. Copies of the documents will be sent to shareholders who so request and who inform the company of their postal address.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Stockholm, March 2023
Vimian Group AB (publ)
The Board of Directors