Information About Summons to Extraordinary General Meeting of Diamyd Medical
STOCKHOLM -- December 19, 2012
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 email@example.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.
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
6. Resolution regarding reduction of share capital for repayment to
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
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 118316 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
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.
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
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
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: firstname.lastname@example.org. Reg. no:
This information was brought to you by Cision http://www.cisionwire.com
Diamyd Medical AB
Peter Zerhouni, President and CEO
Phone: +46 8 661 00 26
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