The following summons to an Extraordinary General Meeting will be available at
Diamyd Medical's website www.diamyd.com from Friday, December 21, 2012.
Summons to Extraordinary General Meeting of Diamyd Medical AB
The shareholders of Diamyd Medical AB (publ) are hereby summoned to an
Extraordinary General Meeting at 2:00 p.m. on Thursday, January 31, 2013, at
Kungsträdgården, Garnisonen Konferens, Karlavägen 100 in Stockholm, Sweden.
Attendance
Shareholders who wish to attend the Meeting must be recorded in the register of
shareholders held by Euroclear Sweden AB by Friday, January 25, 2013, and must
also notify the Company of their intention to attend the Meeting by mail to
Diamyd Medical, Karlavägen 108, SE-115 26 Stockholm, Sweden, by e-mail to
investor.relations@diamyd.com or on the Company’s website, www.diamyd.com not
later than Friday, January 25, 2013. The notification must state the
shareholder’s name, address, telephone number, personal identity number or
Corporate Identity Number, registered shareholding and the name of any
shareholder’s advisors. Shareholders whose shares are registered in custodial
accounts must ask the custodian to temporarily register the shares in the
shareholder’s name (registration of entitlement to vote) to obtain the right to
participate in the Extraordinary General Meeting. The shares must be registered
not later than January 25, 2013.
Proposed agenda
1. Opening of the Meeting and election of Chairman.
2. Establishment and approval of the register of voters.
3. Approval of the agenda.
4. Election of one or two persons to certify the minutes.
5. Verification of whether the Extraordinary General Meeting has been duly
convened.
6. Resolution regarding reduction of share capital for repayment to
shareholders.
7. Resolution regarding stock dividend.
8. Close of Meeting.
Election of Chairman of the Meeting (item 1)
The Board proposes that lawyer (and Board member) Erik Nerpin be elected
Chairman of the Extraordinary General Meeting.
Resolution regarding reduction of share capital for repayment to shareholders
(item 6)
The Board proposes that the Meeting resolve to reduce the Company’s share
capital by a maximum of SEK 4,929,855.50 by cancelling a maximum of 9,859,711
shares, each with a quotient value of SEK 0.50. The purpose of the reduction is
a repayment to the Company’s shareholders in the total amount of not more than
SEK 118 316 532. This reduction is to be executed on the basis of voluntary
redemption, whereby the shares that are ultimately cancelled correspond to those
shares for which cancelling has been requested by the Company’s shareholders.
The right to request cancelling accrues to shareholders who have redemption
rights. Each shareholder is to receive one (1) redemption right per share held
(regardless of series of share) and three (3) redemption rights entitle the
shareholder to request redemption of one (1) share (regardless of series of
share) in the Company.
The record day for receiving redemption rights is Thursday, February 7, 2013.
The notification period to request redemption is between Tuesday, February 12
and Tuesday, March 5, 2013. Redemption rights are intended to be traded on the
NASDAQ OMX Stockholm between Tuesday, February 12 and Thursday, February 28,
2013. Recipients of redemption rights will be entitled to sell a maximum of
1,000 redemption rights, commission free. For each redeemed share, the
shareholder will receive cash payment of SEK 12. The portion of the redemption
amount exceeding the quotient value of the share will be deducted from the
Company’s non-restricted shareholders’ equity. The redemption amount will be
paid as soon as the Swedish Companies Registration Office has registered the
decision of a reduction in share capital in accordance with this item and an
increase in share capital in accordance with item 7 below, the proposed stock
dividend, which is expected to take place around March 20, 2013. Furthermore,
the Board proposes that the decision be subject to the condition of the Meeting
also resolving on a stock dividend in accordance with the proposed terms
stipulated in item 7 below. The Board believes that the reduction in share
capital can be implemented without the permission of the Swedish Companies
Registration Office, or a general court, since the Company is to simultaneously
implement a stock dividend, which will entail that neither the Company’s
restricted shareholders’ equity nor its share capital will be reduced.
Resolution regarding stock dividend (item 7)
To enable the reduction in share capital in accordance with item 6 above without
the permission of the Swedish Companies Registration Office or, in disputable
cases, at a general court, the Board proposes that the Company implement a stock
dividend simultaneously with the redemption, on the basis of which the Company’s
share capital is restored to a minimum of the amount that the share capital
totaled prior to the reduction. Accordingly, the Board proposes that the Meeting
resolve on a stock dividend under which the Company’s share capital is to
increase by SEK 4,929,855.50 on the basis of a transfer from non-restricted
shareholders’ equity. The stock dividend is to take place without issuing new
shares and entails that the quotient value of the share will be raised.
Other information
In order to be valid, the proposals regarding the reduction in share capital in
accordance with item 6 require that a resolution is supported by shareholders
holding at least two thirds of both the votes and the shares represented at the
Meeting. A decision regarding the reduction in share capital also requires that
the Meeting resolve on a stock dividend in accordance with item 7, which
requires a simple majority of the both the votes and the shares represented at
the Meeting. At the time of the summons, the number of shares in the Company is
29,597,133 shares, of which 1,437,876 Series A shares (1 vote) and 28,141,257
Series B shares (1/10 of a vote). The total number of votes is 4,252,001.7.
The Board’s complete proposed resolution will be available at the Company’s
offices as well as on the Company website www.diamyd.com, from January 10, 2013,
and will be sent to those shareholders who so request.
Stockholm, December 2012
Diamyd Medical AB (publ)
The Board of Directors
For more information, please contact:
Peter Zerhouni, President and CEO Diamyd Medical AB
Phone: +46 8 661 00 26. E-mail: press@diamyd.com
About Diamyd Medical
Diamyd Medical was founded in 1996 and is active in the field of pharmaceutical
development. Diamyd Medical is headquartered in Stockholm, Sweden. The Company’s
development project consists of the protein GAD65 for the treatment and
prevention of autoimmune diabetes. A Swedish researcher-initiated Phase II study
is ongoing to evaluate whether GAD65 can prevent type 1 diabetes in children who
are at high risk of developing the disease.
Diamyd Medical also has holdings in the gene therapy company Periphagen,
Holdings Inc. (USA), the vaccine company Protein Sciences Corporation (USA) and
the diagnostics company Mercodia AB (Sweden).
Diamyd shares are listed on Nasdaq OMX (segment Small Cap) in Stockholm (ticker:
DIAM B) and on OTCQX in the US (ticker: DMYDY) administered by the Pink OTC
Markets and the Bank of New York Mellon (PAL). Further information is available
on the Company’s website: www.diamyd.com.
This information is disclosed in accordance with the Swedish Securities Markets
Act, the Swedish Financial Instruments Trading Act, or the requirements stated
in the listing agreements.
Diamyd Medical AB (publ)
Karlavägen 108, SE-115 26 Stockholm, Sweden. Phone: +46 8 661 00 26, Fax: +46 8
661 63 68
E-mail: info@diamyd.com. Reg. no: 556530-1420
