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Notice of the Annual General Meeting of Hansa Medical AB (publ)

8 Apr 2008, 08:00
Regulatory information
The shareholders of Hansa Medical AB (publ) are hereby notified of the Annual General Meeting on Wednesday, May 7, 2008 at 5:30 p.m. in the Auditorium of the Clinical Research Center (CRC), Entrance 72, at Malmö University Hospital (UMAS) in Malmö. The doors will open at 5:00 p.m. and light refreshments will be served after the Meeting.

RIGHT TO PARTICIPATEShareholders who wish to participate in the Annual General Meeting must be listed in the shareholders’ register of VPC AB as of April 30, 2008 and notify the company of their intent to participate in the Meeting not later than 12:00 noon on April 30, 2008. Shareholders whose shares are registered in the name of a nominee must temporarily register the shares in their own name with VPC to be entitled to participate in the Meeting. Such registration must be completed not later than April 30, 2008, which means that shareholders must notify the nominee of their intention to do so in ample time before this date.NOTIFICATION OF PARTICIPATIONNotifications may be submitted in writing to Hansa Medical AB (publ), UMAS, CRC, Entrance 72, SE-205 02 Malmö, Sweden, by e-mail to, through our website at, by telephone at +46 40 849 93 or by fax at +46 40 817 35. Notifications must include the name, address, personal identity number or corporate registration number, number of shares and daytime telephone number of the shareholder. Shareholders who wish to be represented by a proxy must include a power of attorney and any other authorization documents when notifying the company. Shareholders who wish to have assistants (not more than two) participate in the Meeting must state the number of assistants. PROPOSED AGENDA1. Opening of the Meeting2. Election of the Chairman of the Meeting3. Preparation and approval of voting list4. Approval of agenda5. Election of one or two minutes-checkers6. Determination that the Meeting has been duly convened7. Statement by the CEO8. Presentation of the Annual Report, Auditors' Report, consolidated financial statements and Auditors’ Report on the consolidated financial statements9. Resolution on the adoption of the income statement, balance sheet, consolidated income statement and consolidated balance sheet10. Resolution on the disposition of the company’s profit in accordance with the adopted balance sheet 11. Resolution on the discharge of the Board of Directors and CEO from liability 12. Determination of the number of Board members and deputies 13. Determination of the fees to be paid to the Board of Directors and auditors 14. Election of Board members and deputies 15. Election of auditors and deputy auditors16. Establishment of an Election Committee 17. Resolution on the issue of warrants18. Authorization of the CEO to make any formal adjustments to the resolution in accordance with Item 17 that prove necessary in conjunction with registration and implementation thereof 19. Closing of the Meeting MOTIONS Dividend (Item 10) The Board moves that no dividend be paid for the 2007 financial year. Election of Board members and auditors and determination of fees (Items 12-15) A motion has been submitted to re-elect Board members Bo Håkansson, Per Belfrage and Stina Gestrelius. It has also been moved that Board fees totaling SEK 180,000 be paid for the period until the end of the next Annual General Meeting, with SEK 80,000 paid to the Chairman of the Board and SEK 50,000 to each of the other Board members. Furthermore, it is proposed that a fee of SEK 40,000 be paid to the Chairman of the Board and SEK 25,000 to each of the other Board members for the Board work conducted prior to the 2008 Annual General Meeting. Authorized Public Accountant Ann Charlotte Theander was elected in 2007 to serve as the company’s auditor until the end of the 2011 Annual General Meeting. Establishment of an Election Committee (Item 16) The Board moves that an Election Committee be established through the appointment of a representative by each of the three largest shareholders in the company. The names of the members of the Election Committee shall be announced not later than six months prior to the 2009 Annual General Meeting. If one or more of the shareholders who have appointed a member is no longer one of the three largest shareholders, the composition of the Election Committee may be changed. The Election Committee shall present motions concerning the Chairman of the Annual General Meeting, Board members, the Chairman of the Board, Board fees, auditors and auditors’ fees. Resolution on the issue of warrants (Item 17)The Board’s motion states that not more than 100,000 warrants shall be issued and exercised for a market-based premium by senior executives and other employees of Hansa Medical. The Board also moves that not more than 20,000 and not fewer than 5,000 options be allotted per person. Warrants shall be exercised during the period from May 21 to 28, 2008. An option may be exercised to subscribe for one share in Hansa Medical during the period from February 28, 2012 to May 31, 2012 at an exercise price totaling 200 percent of the average of the highest and lowest price paid for the Hansa Medical share, listed on First North, on each trading day during the period from May 8 to 21, 2008.A market-based premium shall be paid for the options, calculated in accordance with Black & Scholes’ option value calculator. This calculation shall be performed by an independent expert. The Board’s reason for the above motion is that Hansa Medical is currently in a development phase that will require extensive efforts on the part of the company’s senior executives and other employees. Therefore, the offer shall not be considered part of the company’s ordinary remuneration policy, but rather a step in establishing incentives for the individual efforts that will be required. Long-term, personal shareholder commitment on the part of the company’s senior executives and other employees can be expected to stimulate greater interest in the company’s operations and earnings trends and to boost the level of motivation and solidarity in Hansa Medical. Accordingly, the Board deems the offer to be advantageous to Hansa Medical and its shareholders. Once all of the options have been fully exercised, the company’s share capital will increase by a total of SEK 500,000 through the issue of not more than 100,000 shares, each with a quotient value of SEK 5.00, provided that the number of shares for which the holder of each option is entitled to subscribe is not recalculated. This means that, once the proposed options are fully exercised, the new shares will account for 2.5 percent of the outstanding shares, or 1.9 percent of the outstanding shares after full conversion of the outstanding convertibles. The Annual General Meeting’s resolution in accordance with Item 17 is valid only if it is approved by shareholders corresponding to not less than nine tenths of the voting rights and shares represented at the Meeting.The company’s financial statements and Auditors' Report and the Board’s complete motion will be available from the company not later than two weeks prior to the Annual General Meeting for shareholders who wish to read them and will be sent to shareholders who so request and provide a mailing address. The Board’s complete motion in accordance with Item 17 will be available on Hansa Medical’s website ( from April 23, 2008 and will be sent to shareholders who have notified the company of their intent to participate in the Annual General Meeting. Malmö, April 2008 Hansa Medical AB (publ) The Board of Directors