STOCKHOLM, March 31,
2023 /PRNewswire/ -- The shareholders of Medivir
AB (publ), reg. no. 556238-4361, with its registered office in
Huddinge, Stockholm, are hereby
summoned to the annual general meeting on Thursday 4 May 2023 at 14.00 CEST at Tändstickspalatset,
Västra Trädgårdsgatan 15, Stockholm, Sweden.
Shareholders can participate in the annual general meeting by
attending the venue in person or by voting in advance (postal
voting).
Right to participate in the annual general meeting and notice
of participation
Participation in the annual general meeting at the
venue
A shareholder who wishes to participate in the annual general
meeting at the venue in person or represented by a proxy must (i)
be recorded in the share register maintained by Euroclear Sweden AB
relating to the circumstances on 25 April
2023, and (ii) no later than 27 April
2023 give notice by post to Medivir AB, "Annual general
meeting", c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, by
telephone +46 (0)8 402 92 37 or by the company's webpage
www.medivir.com. When providing such notice, the shareholder should
set forth the name, address, telephone number (daytime),
personal/corporate identity number, the number of shares held and,
when applicable, information about representatives and
assistants.
If a shareholder is represented by proxy, a written, dated proxy
for the representative must be issued, should the right to vote for
the shares be divided among different representatives, the
representatives, together with information on the number of shares
each representative is entitled to vote for. A proxy form is
available on the company's webpage, www.medivir.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 annual 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 3 May
2023.
Participation by advance voting
A shareholder who wishes to participate in the annual general
meeting by advance voting must
(i) be recorded in the share register maintained by Euroclear
Sweden AB relating to the circumstances on 25 April 2023, and (ii) notify its intention to
participate in the annual general meeting no later than
27 April 2023, by casting its advance
vote in accordance with the instructions below so that the advance
vote is received by Euroclear Sweden AB no later than on that
day.
A shareholder who wishes to participate in the annual general
meeting at the venue in person or represented by a proxy must give
notice thereof in accordance with what is set out under
Participation in the annual general meeting at the
venue above. This means that a notification by advance vote is
not sufficient for a person who wishes to participate at the
venue.
A special form shall be used when advance voting. The advance
voting form is available on the company's webpage www.medivir.com.
A completed and signed form must be received by Euroclear Sweden AB
no later than 27 April 2023. The form
may be submitted via e-mail to GeneralMeetingService@euroclear.com
or by post to Medivir AB, "Annual general meeting", c/o Euroclear
Sweden AB, Box 191, SE-101 23 Stockholm,
Sweden. Shareholders may also cast their advance votes
electronically through BankID verification via Euroclear Sweden
AB's webpage; https://anmalan.vpc.se/EuroclearProxy
The shareholder may not provide special instructions or
conditions in the voting form. If so, the vote (i.e. the advance
vote in its entirety) is invalid. Further instructions and
conditions are included in the form for advance voting.
If a shareholder votes in advance by proxy, a written and dated
proxy shall be enclosed to the advance voting form. Proxy forms are
available on the company's webpage www.medivir.com. If the
shareholder is a legal entity, a certificate of incorporation or an
equivalent certificate of authority should be enclosed. If a
shareholder has voted in advance and then attends the annual
general meeting in person or through a proxy, the advance vote is
still valid except to the extent the shareholder casts votes during
the annual general meeting or otherwise withdraws its casted
advance vote. If the shareholder chooses to participate in a voting
during the annual general meeting, the submitted advance vote will
be replaced by the vote cast at the annual general meeting.
For questions regarding the annual general meeting or to have
the advance voting form sent by post, please contact Euroclear
Sweden AB on telephone +46 (0)8 402 92 37 (Monday–Friday,
09.00–16.00 CEST).
Nominee-registered shares
To be entitled to participate in the annual 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 25 April 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 27 April 2023 are taken into account when
preparing the register of shareholders.
Shareholders' right to request information
Shareholders are reminded of their right to, at the annual
general meeting, obtain information from the board of directors and
the managing director in accordance with Chapter 7 Section 32 of
the Swedish Companies Act (Sw. aktiebolagslagen).
Number of shares and votes
As of the date of this notice there are 55,735,651 class B
shares in the company that entitle to one vote each. The company
holds 11,413 own class B shares.
Proposed
agenda
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Election of two persons who shall approve the minutes of the
meeting.
- Approval of the agenda.
- Determination of whether the meeting has been duly
convened.
- Reports from the managing director and the chairman of the
board.
- Presentation of the annual report and the auditor's report as
well as the consolidated annual accounts and the auditor's report
for the group.
- Resolution on approval of the profit and loss account and
balance sheet as well as the consolidated profit and loss account
and consolidated balance sheet.
- Resolution on approval of allocations of the company's profits
or losses according to the adopted balance sheet.
- Resolution on discharge from liability of the members of the
board of directors and the managing director.
- Determination of the number of directors, deputy directors,
auditors and deputy auditors.
- Determination of fees to be paid to the directors and the
auditor.
- Election of the members of the board of directors
The nomination committee's proposal:
14.1 Uli Hacksell (re-election)
14.2 Lennart Hansson
(re-election)
14.3 Bengt Westermark
(re-election)
14.4 Yilmaz Mahshid (re-election)
14.5 Anette Lindqvist
(re-election)
- Election of the chairman of the board.
The nomination committee proposes that Uli Hacksell is re-elected
as chairman of the board.
- Election of the auditor.
- Presentation of the board of directors' remuneration report for
approval.
- The board of directors' proposal to adopt new articles of
association.
- The board of directors' proposal regarding authorization for
the board to resolve on new share issues.
- The board of directors' proposal regarding a long-term
incentive program in the form of a share matching program (LTIP
2023).
- Closing of the meeting.
Election of chairman of the meeting (item 2)
The nomination committee, comprising Karl Tobieson (Linc AB,
chairman), Richard Torgerson (Nordea
Investment Funds), Anders Hallberg
(HealthInvest Partners) and the chairman of the board of directors,
Uli Hacksell, proposes Uli Hacksell, or the person appointed by the
board of directors if he has an impediment to attend, to be
appointed chairman of the meeting.
Allocation of the company's balance (item 10)
The board of directors proposes that the company's results shall
be carried forward.
Determination of the number of directors, deputy directors,
auditors and deputy auditors (item 12)
The nomination committee proposes that the board of directors
shall consist of five members with no deputies. The company shall
have one auditor without deputy auditors.
Determination of fees to be paid to the directors and the
auditor (item 13)
The nomination committee proposes that the remuneration to the
board of directors shall be paid in a total amount of not more than
SEK 1,730,000 (1,730,000) annually
allocated as follows (fees for 2022 within brackets). The chairman
shall receive SEK 690 000 (690,000) and other board members
not employed by the company shall receive SEK 260 000
(260,000) each.
The remuneration to the auditor is proposed to be paid in
accordance with approved invoices within the auditor's
quotation.
Election of the directors and election of chairman of the
board (item 14 and 15)
The proposals by the nomination committee are stated in the
proposed agenda above. Further information on the proposed members
of the board is available at www.medivir.com.
Election of the auditor (item 16)
The nomination committee proposes new election of the auditing
company Grant Thornton AB, as the company's auditor for the period
until the end of the annual general meeting to be held 2024.
Therese Utengen is proposed by Grant Thornton AB as auditor in
charge if they are elected. The proposal is in accordance with the
board of directors' recommendation.
The board of directors' proposal to adopt new articles of
association (item 18)
The board of directors proposes that the annual general meeting
resolves to adopt new articles of association to update § 4 and to
remove § 13. The updated § 4 together with the removed 13 § entail
the removal of the share class A, including its pre-emption rights,
and that shares of series B will be reclassified to ordinary
shares. In addition, the new § 4 enables shares of series C to be
issued, conversion of shares of series C into ordinary shares,
redemption and regulates pre-emptive rights.
The board of directors proposes that the CEO shall be authorized
to make the minor adjustments to this resolution that may be
necessary in connection with the registration thereof.
|
Current
wording
|
Proposed
wording
|
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4 § Share capital
and shares
The share capital is to be not less than SEK twenty million
(20,000,000) and not more than SEK eighty million (80,000,000). The
number of shares is to be not less than forty million (40.000.000)
and not more than one hundred and sixty million (160,000,000).
Two classes of shares may be issued, series A and series B. Shares
of series A shall entitle the holder to ten (10) votes per share,
whereas shares of series B shall entitle the holder to one (1) vote
per share. Shares of each class may be issued in a quantity not
exceeding the total number of shares in the company.
Holders of shares of series A are entitled to, by written
notification to the company, request conversion of shares of series
A into shares of series B. The same shall apply with regard to
subscription rights to shares of series A.
If the company resolves to issue new shares of two classes, series
A and series B, through a cash issue or offset issue, holders of
series A and series B shares shall have a pre-emptive right to
subscribe for new shares of the same class in proportion to the
number of shares already owned by the shareholders (primary
pre-emptive right). Shares not subscribed for on the basis of a
primary pre-emptive right shall be offered for subscription to all
shareholders (subsidiary pre-emptive right). If the number of
shares offered in this way is insufficient to meet the demand from
holders of a subsidiary pre-emptive right, the shares shall be
allocated among the subscribers in proportion to the number of
shares already held by them and, to the extent that this is not
possible, through the drawing of lots.
If the company resolves to issue new shares of only one class
through a cash issue or an offset issue, all shareholders,
irrespective of the class of share they hold, shall have a
pre-emptive right of subscription to the new shares in proportion
to the number of shares already held by them.If the company decides
to issue warrants or convertibles through a cash issue or an offset
issue, the shareholders shall have a pre-emptive right to subscribe
for warrants as if the issue concerned the shares which may be
subscribed for on the basis of the options, or a pre-emptive right
to subscribe for convertibles as if the issue concerned the shares
for which the convertibles may be exchanged.
The above provisions shall not restrict the company's right to
resolve on a cash issue or an offset issue which is not based on
shareholders' pre-emptive rights.
If the share capital is increased through a bonus issue, new shares
of each class will be issued in proportion to the number of shares
of the same class already exist. Earlier shares of a specific class
shall then entitle the shareholder to new shares of the same class.
The foregoing shall not restrict the company's right to issue
shares of a new class through a bonus issue, following the
requisite amendments to the articles of association.
|
4 § Share capital
and shares
The share capital is to be not less than SEK twenty million
(20,000,000) and not more than SEK eighty million (80,000,000). The
number of shares is to be not less than forty million (40.000.000)
and not more than one hundred and sixty million (160,000,000).
Two classes of shares may be issued, ordinary shares and shares of
series C. Ordinary shares shall entitle the holder to one (1) vote
per share, whereas shares of series C shall entitle the holder to
one tenth (1/10) vote per share. Shares of each class may be issued
in a quantity not exceeding the total number of shares in the
company.
Shares of series C held by the company may, upon decision of the
board of directors be reclassified into ordinary shares.
Immediately thereafter, the board of directors shall register the
reclassification with the Swedish Companies Registration Office.
The reclassification is effected when it has been registered and
the reclassification has been reflected in the central securities
depository register.
Holders of shares of series C are not entitled to dividends. Upon
the company's liquidation, shares of series C carry equivalent
right to the company's assets as other shares, however not to an
amount exceeding the quota value of the share.
If the company resolves to issue new shares of two classes,
ordinary shares and shares of series C, through a cash issue or
offset issue, holders of ordinary shares and series C shares shall
have a pre-emptive right to subscribe for new shares of the same
class in proportion to the number of shares already owned by the
shareholders (primary pre-emptive right). Shares not subscribed for
on the basis of a primary pre-emptive right shall be offered for
subscription to all shareholders (subsidiary pre-emptive right). If
the number of shares offered in this way is insufficient to meet
the demand from holders of a subsidiary pre-emptive right, the
shares shall be allocated among the subscribers in proportion to
the number of shares already held by them and, to the extent that
this is not possible, through the drawing of lots.
If the company resolves to issue new shares of only one class
through a cash issue or an offset issue, all shareholders,
irrespective of the class of share they hold, shall have a
pre-emptive right of subscription to the new shares in proportion
to the number of shares already held by them.
If the company decides to issue warrants or convertibles through a
cash issue or an offset issue, the shareholders shall have a
pre-emptive right to subscribe for warrants as if the issue
concerned the shares which may be subscribed for on the basis of
the options, or a pre-emptive right to subscribe for convertibles
as if the issue concerned the shares for which the convertibles may
be exchanged.
The above provisions shall not restrict the company's right to
resolve on a cash issue or an offset issue which is not based on
shareholders' pre-emptive rights.
If the share capital is increased through a bonus issue, new shares
of each class will be issued in proportion to the number of shares
of the same class already exist. Earlier shares of a specific class
shall then entitle the shareholder to new shares of the same class.
The foregoing shall not restrict the company's right to issue
shares of a new class through a bonus issue, following the
requisite amendments to the articles of association.
Reduction of share capital, which in any case shall not fall below
the minimum share capital, may, upon the request of an owner of
shares of series C and a resolution by the company's board of
directors or the general meeting, take place through redemption of
shares of series C. A request from a shareholder shall be made in
writing. When a resolution on reduction has been passed, an amount
corresponding to the reduction amount shall be transferred to the
company's reserve fund, if required funds are available. The
redemption amount share of series C shall correspond to the quota
value of such share.
Following notice of the redemption resolution, holders of shares
shall promptly receive payment for the shares, or, if authorization
from the Swedish Companies Registration Office or a court is
required, following notice that the final decision has been
registered.
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|
13 § Pre-emption
right
Should a share of series A be transferred to a person who was not
previously a holder of shares of series A in the company, such
share of series A are to be offered immediately to all other owners
of shares of series A for redemption through written notice to the
company's board of directors. However, such an obligation does not
apply where the share of series A has been transferred to a legal
entity in which the holder of the share of series A has a majority
of votes and capital, or to a foundation.
When the share has been offered for redemption as stipulated above,
the board of directors or the managing director shall immediately
notify the holders of shares of series A, with a request for the
shareholder who wish to exercise its redemption right, to notify
the board of directors in writing within 14 days from the
notification to the board of directors regarding the share
transfer. If notification is made by several shareholders, the
shares of series A shall be allocated amongst them in proportion to
their shareholdings at the time of the redemption.
The redemption amount is to be equal to the share price of the
listed shares of series B (the last price or, in the absence of
such, the bid price) on the day of notification to the board of
directors regarding the share transfer. The redemption amount is to
paid within one month calculated from the date of the share
transfer. If no party with pre-emption rights issues a purchase
claim, or if redemption is not paid for within the prescribed
period of time, the share offered for pre-emption shall be
automatically converted into a share of series B, after which the
party who has offered the share for redemption shall be entitled to
be registered as the owner of the shares.
The pre-emption right does not apply to shares of series
B.
|
13 § (Article
removed)
|
The board of directors' proposal on a share issue
authorization (item 19)
The board proposes that the annual general meeting resolves to
authorize to the board, up and until the next annual general
meeting, on one or several occasions and with or without
pre-emptive rights for shareholders, to resolve on the issue of new
shares of series B, comprising a total of not more than 20 per cent
of the total number of outstanding shares in the company after the
utilization of the authorization. It shall also be possible to make
such an issue resolution stipulating in-kind payment, the right to
offset debt or other conditions referred to in Chapter 13 Section 5
first paragraph item 6 in the Swedish Companies Act.
The purpose of the authorization is to provide flexibility to
the board in its work to ensure that the company can appropriately
raise capital for the financing of the business. Issuances of new
shares under the authorization shall be made on market terms.
All references to shares of series B in the proposal above shall
be read as references to ordinary shares in the event that the
annual general meeting resolves to adopt new articles of
association in accordance with item 18.
The board of directors' proposal regarding a long-term
incentive program in the form of a share matching program (LTIP
2023) (item 20)
The board of directors proposes that the annual general meeting
resolves to adopt a long-term incentive program in the form of a
share matching program for key employees within the Medivir group
in accordance with item 20(a) below. The resolution in accordance
with item 20(a) shall be conditional upon i) the annual general
meeting resolving to adopt the hedging arrangements with respect to
the incentive program in accordance with the board of directors'
proposal under item 20(b) below and ii) the annual general meeting
resolving to adopt new articles of association in accordance with
the board of directors' proposal under item 18. All references to
shares of series B in the proposal below shall be read as
references to ordinary shares if the annual general meeting
resolves to adopt new articles of association in accordance with
item 18.
Adoption of the incentive program (item 20(a))
Summary of the program
The board of directors proposes that the annual general meeting
resolves to adopt a long-term incentive program in the form of a
share matching program (the "LTIP 2023"). LTIP 2023 is
proposed to include not more than 11 key employees within the
Medivir group. The participants in LTIP 2023 are required to invest
in the group by acquiring shares in Medivir AB (publ) with the
purpose of being allocated to LTIP 2023 ("Investment
Shares"). For each Investment Share, the participant has the
right to, provided certain conditions are fulfilled, receive one
(1) share of series B under LTIP 2023 free of charge ("Matching
Shares") and, provided certain performance conditions are
fulfilled, a maximum of five (5) additional shares of series B free
of charge ("Performance Shares") in accordance with the
terms set out below.
Personal investment
In order to participate in LTIP 2023, the participant must have
made a private investment by acquiring Investment Shares. The
Investment Shares shall have been acquired at market price with the
purpose of being allocated to LTIP 2023. The maximum number of
Investment Shares that each participant can allocate to LTIP 2023
is further described below and corresponds to an amount of
approximately 5–10 per cent of each participant's annual base
salary. For each Investment Share held under LTIP 2023, the company
will grant participants one (1) right to one (1) Matching Share,
meaning the right to receive one Matching Share free of charge
("Matching Rights") and in addition, provided that certain
performance conditions are fulfilled, a maximum of five (5)
additional rights to five (5) Performance Shares free of charge
("Performance Rights") in accordance with the terms set out
below (Matching Rights and Performance Rights are together referred
to as "Rights").
Terms and conditions
The Matching Rights may be exercised provided that the
participant, with certain exceptions, as of the start of LTIP 2023
for the participant and up until and including the date of release
of the interim report for the period January – March 2026 (the "Vesting Period") has kept
its own original Investment Shares and that the participant, with
certain exceptions, maintains its employment within the Medivir
group. LTIP 2023 shall start as soon as practicable after the
annual general meeting 2023. The last day for allotment of the
Rights shall be 31 December 2023.
Newly employed key employees in Medivir may be invited to
participate in LTIP 2023 up until 31
December 2023, and shall then make their first investment in
Investment Shares within the first two weeks after the first day of
employment. The Matching Shares are received after the end of the
Vesting Period.
The Performance Rights may be exercised provided that, in
addition to the requirement for the participant's maintained
employment and a retained Investment Share investment in accordance
with the above, certain performance conditions are fulfilled. A
participant's Performance Rights entitle to a maximum number of
Performance Shares of five (5) per Investment Share if the total
shareholder return (shareholder return in the form of an increase
of the price of the company's share and reinvestment of potential
dividends during the term of LTIP 2023)
("TSR")1 on Medivir's share during the
period from March 2023 to
March 2026 (the "Performance
Period") amounts to or exceeds 100 per cent (corresponding to
approximately 33.33 per cent per year). For allotment under the
performance conditions, the TSR on the company's shares of series B
must amount to or exceed 50 per cent (corresponding to
approximately 16.67 per cent per year) during the Performance
Period, which would entitle the participant to one (1) Performance
Share per Investment Share. In between the percentages, allotment
will be made linearly. Performance Shares are received after the
end of the Vesting Period.
The Rights
The Rights shall, in addition to what is set out above, be
governed by the following terms and conditions:
- The Rights are granted free of charge as soon as practicable
after the start of LTIP 2023 provided that the participant has made
a private investment by acquiring Investment Shares. The last day
for allotment of the Rights shall be 31
December 2023. Rights that fall due according to the terms
must be returned and can be granted again up until 31 December
2023.
- The Matching Rights and the Performance Rights vest during the
Vesting Period. The performance conditions of the Performance
Rights are assessed during the Performance Period.
- The Rights may not be transferred or pledged.
- Each Matching Right entitles the participant to receive one (1)
Matching Share free of charge after the end of the Vesting Period
(with certain exceptions where the timing of the receival may be
accelerated) if the participant, with certain exceptions, maintains
its employment within the Medivir group and the invested Investment
Shares until the time of the release of the interim report for the
period January – March 2026. Each
Performance Right entitles the participant to receive one (1)
Matching Share free of charge after the end of the Vesting Period
(with certain exceptions where the Vesting Period may be
accelerated) if the performance conditions set out above are
fulfilled and provided that the participant maintains its
employment within the Medivir group and the invested Investment
Shares during the Vesting Period.
- In order to align the participants' and the shareholders'
interests, the company will compensate the participants for any
dividends paid by increasing the number of Matching Shares and
Performance Shares that the Rights entitle to at the end of the
Vesting Period.
- The maximum value per Matching Right and Performance Right,
respectively, is limited to SEK 80
(corresponding to ten (10) times the closing price of the company's
shares of series B on 22 March 2022).
In the event that the value of such Right exceeds such limit, the
number of Matching Shares and Performance Shares will be decreased
on a pro rata basis.
Preparation and administration
The board of directors shall be responsible for preparing the
detailed terms and conditions of LTIP 2023, in accordance with the
above terms and conditions, including provisions on recalculation
in the event of a bonus issue, split, rights issue and/or other
similar events.
In connection with the preparation of the detailed terms and
conditions of LTIP 2023, the board of directors shall also be
entitled to make adjustments to meet foreign regulations or market
conditions. In addition, the board of directors is granted the
right to terminate or adjust the program in case of a takeover bid
or a similar event. The board of directors shall also have the
right to make other adjustments if significant changes in the
Medivir group or its environment would result in a situation where
the adopted terms and conditions of LTIP 2023 no longer serve their
purpose.
Allocation.
The participants are divided into different categories and, in
accordance with the above, the following number of Investment
Shares may be allocated by the participants to LTIP 2023 and the
following number of Rights may be allocated to the particpants in
the different categories:
|
Category
|
Maximum number of
Investment Shares per person in the category
|
Maximum number of
Rights per person in the category
|
Maximum number of
Rights
|
|
Matching
Rights
|
Performance
Rights
|
Matching
Rights
|
Performance
Rights
|
|
A. CEO (not more than 1
person)
|
28,500
|
28,500
|
142,500
|
28,500
|
142,500
|
|
B. Other members of
executive management (not more than 4 persons)
|
17,000
|
17,000
|
85,000
|
68,000
|
340,000
|
|
C. Other employees (not
more than6 persons)
|
6,500
|
6,500
|
32,500
|
39,000
|
195,000
|
In total, not more than 813,000 Rights may be allotted under
LTIP 2023. Participants in category A and B may acquire Investment
Shares to an amount corresponding to approximately 10 per cent of
the participant's annual base salary. Participants in category C
may acquire Investment Shares to an amount corresponding to
approximately 5–10 per cent of the participant's annual base
salary.
In case not all participants invest their full part of
Investment Shares by the end of the notification period, the other
participants are entitled to invest in additional a maximum of 50
per cent Investment Shares in accordance with the instructions of
the board of directors, which shall entitle to the corresponding
Rights. There will be no guaranteed allocation in connection with
an investment in additional Investment Shares. In case of over
notification by the above persons covered by the allotment
principles, the allotment shall be made as follows. First,
allocation shall be made pro rata in relation to the number of
additional invested Investment Shares. Secondarily, allocation
shall be made through the drawing of lots executed by the board of
directors.
Delivery of shares under LTIP 2023
To ensure delivery of shares under LTIP 2023, the board of
directors proposes that the annual general meeting resolves to
authorize the board of directors to resolve on issue of shares of
series C and on repurchase of shares of series C and resolves on
transfer of own shares of series B in accordance with item (b)
below.
Scope and costs of LTIP 2023
LTIP 2023 will be accounted for in accordance with IFRS 2 which
stipulates that the Rights should be recorded as non-cash personnel
expenses during the period of LTIP 2023. The costs for LTIP 2023 is
estimated to amount to approximately SEK 2.3
million, excluding social security costs, calculated in
accordance with IFRS 2 based on the following assumptions: (i) that
135,000 Matching Rights and 677,500 Performance Shares are
allotted, (ii) that the price of the company's share immediately
before the start of LTIP 2023 amounts to SEK
8.00 per share (closing price on 22
March 2023), (iii) an estimated annual turnover of personnel
of 10 per cent and (iv) that the TSR during the Performance Period
amounts to 75 per cent.
The costs for social security charges are estimated to
approximately SEK 1.7 million, based
on the above assumptions and a social security tax rate of 31.42
per cent. Together with the IFRS 2 cost, this will result in
estimated costs of SEK 4.0 million.
In addition to what is set forth above, the costs for LTIP 2023
have been based on that LTIP 2023 comprises not more than 11
participants and that each participant exercises its maximum
investment.
Effects on key ratios and dilution
Upon maximum allotment of 135,500 Matching Shares, 677,500
Performance Shares and provided that the hedging arrangements in
accordance with item 20(b) below are adopted by the annual general
meeting, 835,000 shares of series B will be allotted to
participants under LTIP 2023, including a buffer of 22,000 shares
of series B for dividend compensations, meaning a dilution of
approximately 1.50 per cent of the number of shares and votes in
the company. In addition, LTIP 2023 comprises allotment of 135,500
Investment Shares to the participants at the volume weighted
average share price during the five trading days immediately prior
to the offer to each participant to acquire the Investment Shares,
meaning a dilution of approximately 0.24 per cent of the number of
shares and votes in the company. This is conditional upon the
annual general meeting resolving to adopt the proposed hedging
arrangements in accordance with item 20(b) below.
Taking into account shares that may be issued in accordance with
previously implemented incentive programs in the form of warrant
programs in the company and in accordance with the share matching
program proposed to the annual general meeting with respect to the
maximum number of Matching Shares and Performance Shares, the
maximal dilution effect is approximately 4.35 per cent.
The costs are expected to have a limited effect on the company's
key ratios.
The rationale for the proposal
The rationale for LTIP 2023 is to create conditions for
motivating and retaining competent employees of the Medivir group
as well as for the alignment of the targets of the participants
with those of the company, as well as to increase the motivation of
meeting and exceeding the company's financial targets. LTIP 2023
has been designed based on the view that it is desirable that key
employees within the Medivir group are shareholders in the company.
Participation in LTIP 2023 requires a personal investment in
Investment Shares.
By offering an allotment of Rights which, inter alia, are based
on performance conditions, the participants are rewarded for
increased shareholder value. Further, LTIP 2023 rewards employees'
continued loyalty and thereby the long-term value growth in the
company. Against this background, the board of directors is of the
opinion that the adoption of LTIP 2023 will have a positive effect
on the Medivir group's future development and thus be beneficial
for both the company and its shareholders.
Preparation of the matter
The principles of LTIP 2023 have been prepared by the board of
directors of the company. The board of directors has thereafter
resolved to submit this proposal to the annual general meeting.
Except for the officials who prepared the matter pursuant to
instructions from the board of directors, no employee that may be
included in the program has taken part in the drafting thereof.
Other share related incentive programs etc.
Except from the current proposal to adopt a share matching
program and the previous warrant programs resolved upon at the
annual general meetings 2020, 2021 and 2022, the company has no
outstanding share related incentive programs. It is the board of
directors's intention that the program shall recur annually, albeit
in varying sizes.
Proposal regarding authorization for the board of directors
to resolve on a directed share issue of shares of series C and to
repurchase issued shares of series C as well as resolution on
transfer of own shares of series B to participants in LTIP 2023 and
in the market (item 20 (b))
The resolutions under items 20 (b)(i) - (iii) are proposed to be
conditional upon i) that the annual general meeting resolves in
accordance with the board of directors' proposal in accordance with
item 18 regarding the adoption of new articles of association, and
ii) upon each other. It is therefore proposed that the resolutions
under items 20 (b)(i) - (iii) are adopted jointly.
Authorization for the board of directors to resolve on issue
of shares of series C (item 20 (b)(i))
The board of directors proposes that the annual general meeting
resolves to authorize the board of directors, during the period
until the next annual general meeting, at one or several occasions,
to increase the company's share capital by not more than
SEK 485,250 by the issue of not more
than 970,500 shares of series C, each with a quota value of
SEK 0.50. With deviation from the
shareholders' pre-emptive rights, a participating third party shall
be entitled to subscribe for the new shares of series C at a
subscription price corresponding to the quota value of the shares.
The purpose of the authorization and the reason for the deviation
from the shareholders' pre-emptive rights in connection with the
issue of shares is to enable for participants in LTIP 2023 to
acquire Investment Shares, ensure delivery of shares under LTIP
2023 as well as to cover any social costs and dividend
compensations due to LTIP 2023.
Authorization for the board of directors to resolve to
repurchase own shares of series C (item 20 (b)(ii))
The board of directors proposes that the annual general meeting
resolves to authorize the board of directors, during the period
until the next annual general meeting, at one or several occasions,
to repurchase shares of series C. The repurchase may only be
effected through a public offer directed to all holders of shares
of series C and shall comprise all outstanding shares of series C.
The purchase may be effected at a purchase price corresponding to
the quota value of the share. Payment for the shares of series C
shall be made in cash. The purpose of the proposed repurchase
authorization is to enable for participants in LTIP 2023 to acquire
Investment Shares, ensure delivery of shares under LTIP 2023 as
well as to cover any social costs due to LTIP 2023.
Resolution on the transfer of own shares of series B (item 20
(b)(iii))
The board of directors proposes that the annual general meeting
resolves that 835,000 shares of series C that the company purchases
by virtue of the authorization to repurchase shares of series C in
accordance with item 20 (b)(ii) above, following reclassification
into shares of series B, may be transferred free of charge to
participants in LTIP 2023 in accordance with resolved conditions
and transferred to cover any social costs due to LTIP 2023.
The board of directors thus proposes that the annual general
meeting resolves that a maximum of 981,913 shares of series B held
by the company, including such shares of series B that the company
holds after previously completed repurchases, may be transferred to
participants in accordance with the terms of LTIP 2023, and that it
may be transferred on Nasdaq Stockholm, including through a
financial intermediary, at a price within the price range
registered at the time, to cover any social security contributions
in accordance with the terms of LTIP 2023. The number of shares
that can be transferred is subject to recalculation as a result of
an in-between bonus issue, share split, share split, rights issue
and/or similar events.
The board of directors proposes that the annual general meeting
resolves that 135,000 of the shares of series C that the company
purchases by virtue of the authorization to repurchase shares of
series C in accordance with item 20 (b)(ii) above, following
reclassification into shares of series B, may be transferred to
employees in Medivir to enable for acquisitions of Investment
Shares for participation in LTIP 2023. The board of directors
therefore proposes that a maximum of 135,500 shares of series B may
be transferred to employees of Medivir. The transfer price shall
amount to the volume weighted average share price during the five
trading days immediately prior to the date of the offer to each
participant to acquire Investment Shares.
Majority requirements
A decision according to the proposal pursuant to item 18 and 19
above is valid only when supported by shareholders holding not less
than two-thirds (2/3) of both the votes cast and of the shares
represented at the annual general meeting. A decision according to
the proposal pursuant to item 20 above is valid only when supported
by shareholders holding not less than nine-tenths (9/10) of both
the votes cast and of the shares represented at the annual general
meeting.
Documentation
The annual report, the remuneration report and other supporting
documentation for resolutions will be available at the company's
offices, Medivir AB, Lunastigen 5, SE-141 22 Huddinge, Sweden no later than three weeks prior to the
meeting. In addition, the motivated statement from the nomination
committee will be available at the company's address stated above
no later than four weeks prior to the annual general meeting. The
above documents will be sent to all shareholders who so request and
provide their postal address and will also be available on the
company's website www.medivir.com. This notice is a translation of
a Swedish notice and in case of any deviations between the both
language versions, the Swedish version shall prevail.
Processing of personal data
For information about the processing of your personal data, see
the integrity policy that is available at Euroclear Sweden AB's
website
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Medivir's AB (publ) corporate registration number is 556238-4361
and its registered office is in Huddinge, Sweden.
Huddinge, March 2023
Medivir AB (publ)
The Board of Directors
1 TSR is calculated by comparing the weighted
average price of the shares during March
2023 with the weighted average price of the shares during
March 2026, including reinvested
dividend.
About Medivir
Medivir develops innovative drugs with a focus on cancer
where the unmet medical needs are high. The drug candidates are
directed toward indication areas where available therapies are
limited or missing and there are great opportunities to offer
significant improvements to patients. Medivir is focusing on the
development of fostroxacitabine bralpamide (fostrox), a pro-drug
designed to selectively treat liver cancer cells and to minimize
side effects. Collaborations and partnerships are important parts
of Medivir's business model, and the drug development is conducted
either by Medivir or in partnership. Birinapant, a SMAC mimetic, is
exclusively outlicensed to IGM Biosciences (Nasdaq: IGMS) to be
developed in combination with IGM-antibodies for the treatment of
solid tumors. Medivir's share (ticker: MVIR) is listed on Nasdaq
Stockholm's Small Cap list. www.medivir.com.
For additional information, please contact
Magnus Christensen, CFO, Medivir
AB
Telephone: +46 8 5468 3100
E-mail: magnus.christensen@medivir.com
The following files are available for download:
|
https://mb.cision.com/Main/652/3744594/1958175.pdf
|
Press release
(PDF)
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SOURCE Medivir
