Notice of Extraordinary General Meeting of Hansa Medical AB (publ)
The shareholders of Hansa Medical AB (publ) are summoned to attend the Extraordinary General Meeting on 29 October 2018, at 10.00 CET at Hansa Medical’s offices on Scheelevägen 22, Lund, Sweden.
The shareholders of Hansa Medical AB (publ) are hereby summoned to attend the Extraordinary General Meeting (“EGM”) on 29 October 2018, at 10.00 CET at Hansa Medical’s offices on Scheelevägen 22, Lund, Sweden. Registration starts at 09.30 CET and will be possible until the EGM starts.
Right to participate
Those who have been recorded as shareholders in the share register kept by Euroclear Sweden AB as per 23 October 2018, and who, no later than on 23 October 2018, have given notice to the company of their intent to participate at the EGM, shall have the right to participate at the EGM. Notice to participate shall be made in writing to the address Hansa Medical AB (publ), Box 785, SE-220 07 Lund, Sweden or by e-mail to firstname.lastname@example.org. The notice shall contain the shareholder’s name, personal identity number or registration number and daytime telephone number and, where applicable, the number of advisors (maximum two).
A shareholder whose shares are nominee-registered must temporarily register his/her shares in his/her own name in the share register kept by Euroclear Sweden AB in order to be entitled to participate in the EGM. Such registration must be effected no later than on 23 October 2018 and should be requested with the nominee well in advance.
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney shall be made in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a copy of the registration certificate or, if no such document exists, equivalent documentation shall be included with the notification. The documentation shall certify the right for the person that has signed the power of attorney to appoint a proxy for the legal entity. To facilitate registration at the EGM, the power of attorney shall be provided in original as well as the registration certificate and other documents of authority shall be provided to the company no later than on 23 October 2018. If the power of attorney and the other authorization documents have not been submitted in advance, the power of attorney in original form and other authorization documents must be presented at the EGM. Power of attorney forms are available at the company and on the company’s website, www.hansamedical.com, and will be sent upon request to any shareholder who states their postal address.
Proposal of agenda
0) Opening of the meeting
1) Election of chairman of the meeting
2) Preparation and approval of the voting register
3) Approval of the agenda
4) Election of one or two persons to attest the minutes
5) Determination as to whether the meeting has been duly convened
6) The board of directors’ proposal regarding resolution on authorization for the board to resolve on new issue of shares
7) Closing of the meeting
Authorization for the board to resolve on new issue of shares (item 6)
The board of directors proposes that the EGM resolves to authorize the board, for the period up to the next annual general meeting, to adopt decisions, whether on one or several occasions and whether with or without pre-emptive rights for the shareholders, to issue new common shares; provided however that such issues, in aggregate, must not exceed ten percent of the total number of outstanding common shares in the company as of the date of the EGM. It should also be possible to make such an issue resolution stipulating in-kind payment, the right to offset debt or other conditions. The purpose of the authorization is to increase the financial flexibility of the company and the acting scope of the board of directors as well as to potentially broaden the shareholder base.
The board of directors, or any person appointed by the board of directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.
When this notice to attend the EGM was issued, the total number of shares in the company was 38,904,889, of which 38,183,125 were ordinary shares and 721,764 were C shares. In total the company owned 721,764 C shares. The total number of votes in the company amounted to 38,255,301.4, of which the company had 72,176.4 votes. The board of directors’ complete proposal will be available at the company and on the company’s website www.hansamedical.com, at least three weeks prior to the EGM. Copies of the documents will be sent upon request to any shareholder stating his/her postal address. The shareholders are reminded of their right to require information in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/privacy-notice-boss.pdf.
This is a non-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
Lund, October 2018
Hansa Medical AB (publ)
The Board of Directors