Notice of Extraordinary General Meeting of Medivir AB (publ)
Summary by AI BETAClose X
The shareholders of Medivir AB (publ), reg. no. 556238-4361 (the “Company”), are hereby summoned to the extraordinary general meeting on Monday, July 20, 2026, at 10:00 a.m. at the Company’s premises at Lunastigen 5, Huddinge. Registration starts at 9:30 a.m. and will stop when the general meeting starts.
Pursuant to Article 11 of the Company’s articles of association, the board of directors has resolved that shareholders may exercise their voting rights at the general meeting by post. Shareholders may therefore choose to exercise their voting rights at the general meeting by attending in person, by proxy, or through postal voting.
Shareholders who wish to exercise their voting rights at the general meeting are required to:
- be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on July 10, 2026; and
- notify the Company of their intention to attend the general meeting according to the instructions under the heading “Notification of attendance in person or by proxy”, alternatively cast a postal vote according to the instructions under the heading “Instructions for postal voting”, no later than July 14, 2026.
Nominee-registered shares
Shareholders whose shares are nominee-registered through a bank or other authorised depositary, for example in a custody account, are required to – in addition to notifying their attendance – request that the shares be temporarily re-registered in their own name so that the shareholder is registered in Euroclear’s share register as of the record date on July 10, 2026. Re-registration may be temporary (so-called voting rights registration) and is requested from the nominee in advance in accordance with the nominee’s routines. Voting right registration that the shareholder has requested and has been issued by the nominee no later than July 14, 2026 will be accepted in the preparation of the share register.
Please observe that this procedure may also apply for shares that are held in a bank’s custody account and on certain Swedish investment savings accounts (ISK).
Notification of attendance in person or by proxy
Shareholders who wish to attend the general meeting in person or by proxy must notify the Company of this no later than July 14, 2026, either:
- at the Company’s website, www.medivir.se;
- by email to GeneralMeetingService@euroclear.com;
- by phone at +468-402 92 37; or
- by post to Medivir AB, “Extraordinary General Meeting,” c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm.
In the notification, provide your name or company name, personal or organisation ID number, address, phone number and, if applicable, the number of persons attending with you (maximum two).
If attending by proxy or representative, authorisation documents (a power of attorney and/or registration certificate) should be sent to the Company at the above address well in advance of the general meeting and preferably by July 14, 2026. Power of attorney forms are available on the Company’s website, www.medivir.com.
Instructions for postal voting
A special form shall be used for postal voting. Postal voting form is available at the Company’s website, www.medivir.com.
Shareholders can vote by post in following ways:
- Completed and signed postal voting form can be sent by post to Medivir AB, “Extraordinary General Meeting,” c/o Euroclear Sweden AB, Box 191, 101 23 Stockholm, or by email to GeneralMeetingService@euroclear.com. The completed form must be received by Euroclear no later than July 14, 2026.
- Shareholders may also, no later than July 14, 2026, cast a postal vote electronically via verification with BankID on Euroclear’s website, https://www.euroclear.com/sweden/generalmeetings/
The shareholders may not give other instructions than to mark one of the alternative answers on the form. If the shareholder has included special instructions or conditions on the form, or changed or made amendments to the pre-printed text, the postal vote will be considered invalid. Further instructions and conditions can be found in the postal voting form.
If a shareholder casts a postal vote by proxy, a written and dated power of attorney signed by the shareholder shall be enclosed with the postal voting form. Power of attorney forms are available on the Company’s website, www.medivir.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be enclosed with the form.
Those who wish to withdraw a submitted postal vote, and instead cast their vote by participating in the general meeting in person or by proxy, must notify the general meeting’s secretariat before the meeting is opened. For questions concerning the postal voting procedure, please contact Euroclear, tel. +468-402 92 37 (Monday – Friday, between 9 a.m. – 4 p.m.).
Personal data
Personal data obtained from the share register, notices of attendance at the general meeting and information on proxies will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.
For information about how your personal data is processed, please refer to the privacy policy available on Euroclear’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
- Opening of the meeting
- Election of a chairperson for the meeting
- Establishment and approval of the voting list
- Election of one or two persons to verify the minutes
- Approval of the agenda
- Determination as to whether the meeting has been duly convened
- Resolution on approval of the board of directors' resolution on a directed share issue to Hallberg Management AB
- Closing of the meeting
Resolution proposals
Election of a chairperson for the meeting (item2)
The chairman of the board, Anders Hallberg, is proposed as chairman of the meeting; if he is unable to attend, the person designated by the chairman of the board shall serve as chairman.
Resolution on approval of the board of directors' resolution on a directed share issue to Hallberg Management AB (item7)
On June 17, 2026, the board of directors resolved to carry out a capital raising in the form of a directed new share issue of ordinary shares to Swedish and international institutional investors corresponding to a total of approximately SEK 140 million (the “Capital Raising”). The price per share in the Capital raising amounts to SEK 1.64 and was determined through an accelerated bookbuilding process, which, according to the board of directors, ensures that the subscription price reflects prevailing market conditions and demand and is therefore in line with market conditions.
A number of major existing shareholders, including Hallberg Management AB, have declared in advance their intention to participate in the Capital Raising. The board of directors considers the major shareholders’ participation in the Capital Raising to be a positive signal and believes that this has contributed to the successful completion of the Capital Raising. The board therefore believes that it is in the best interests of the company and its shareholders for the major shareholders, including Hallberg Management AB, to participate in the Capital Raising.
Hallberg Management AB is controlled by board member Anders Hallberg. An issuance to Hallberg Management must be approved by the shareholders’ meeting in accordance with Chapter 16 of the Swedish Companies Act. Consequently, the Capital Raising has been divided into two tranches, with Tranche 2 consisting of a directed share issue to Hallberg Management, subject to subsequent approval by the shareholders’ meeting. The new share issue to Hallberg Management will be carried out on the same terms as the Capital Raising.
In light of the above, on June 17, 2026, the board of directors made the following resolution (in italics), subject to subsequent approval by the general meeting, regarding a new share issue of ordinary shares with a deviation from existing shareholders’ preemptive rights. The board of directors proposes that the general meeting approve the board’s resolution.
Anders Hallberg did not participate in the board’s deliberations or decision on this matter.
The board of directors of Medivir AB, reg. no. 556238-4361, resolves, subject to subsequent approval by the general meeting, to increase the Company’s share capital by a maximum of SEK 914,634 through a new share issue of a maximum of SEK 6,097,560 ordinary shares under the following terms:
1. The right to subscribe for new shares shall, in deviation from the shareholders’ preemptive rights, be granted to Hallberg Management AB.
2. The reason for the deviation from shareholders’ preferential subscription rights is that the new share issue is being carried out as part of a capital raising in which shares have been offered to Swedish and international institutional investors. The subscriber’s participation in the Capital Raising requires approval by the shareholders’ meeting in accordance with Chapter 16 of the Swedish Companies Act and is therefore addressed in a separate resolution regarding the new share issue.
3. Subscription for shares shall be made through cash payment no later than two banking days after the general meeting’s approval of the board’s resolution on the issue. The board shall have the right to extend the subscription and payment period.
4. The new shares will be issued at a price of SEK 1.64 per share, which corresponds to the price per share in the Capital Raising. The price per share in the Capital Raising was determined through an accelerated bookbuilding process conducted by DNB Carnegie as sole global coordinator and bookrunner, which, according to the board of directors, ensures that the subscription price reflects prevailing market conditions and demand and is therefore in line with market conditions.
5. If the subscription is made at a premium, the premium shall be allocated to the unrestricted share premium reserve.
6. The new shares entitle the holder to dividends for the first time on the record date for dividends that occurs immediately after the new share issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.
7. The CEO, or the person designated by the board of directors, shall have the right to make any minor adjustments that may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Majority requirement
For a resolution under item7 above to be valid, it must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the general meeting.
Documents
The board of directors’ complete proposal and other documents required by the Swedish Companies Act will be made available at the Company and on the Company’s website in accordance with the Swedish Companies Act. The documents will be sent upon request and free of charge to shareholders who provide their mailing address. The documents will also be available at the extraordinary general meeting.
Information at the extraordinary general meeting
Shareholders are reminded of their right to receive information from the board of directors and the CEO at the extraordinary general meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
__________________
Stockholm, June 2026
Medivir AB (publ)
The Board of Directors
Latest directors dealings
- 10 minutes ago Softcat
- 3 hours ago Tertiary Minerals
- 3 hours ago Hargreaves Services
- 16 hours ago ASOS
- 17 hours ago MJ Gleeson