Notice of extraordinary meeting of shareholders in Hansa Medical AB (publ)
Right to participation
The right to participate in the extraordinary meeting of shareholders is extended to those who are both entered in the share register, administered by Euroclear Sweden AB, as per 2 January 2012, and who have registered their intention to participate in the extraordinary meeting no later than 12 pm (12.00) on 2 January 2012. In order that shareholders who have their shares registered with an authorized nominee shall have the right to participate in the extraordinary meeting such shareholders must temporarily re-register their shares in their own names. Such re-registration must be accomplished with Euroclear Sweden AB no later than 2 January 2012. This implies that the shareholders must inform the nominees of such re-registration in good time prior to this date.
Registration of participation
Registration of participation in the extraordinary meeting can be submitted in writing to the address Hansa Medical AB, Box 785, 220 07 Lund, via e-mail to the address firstname.lastname@example.org, per telephone at the number +46(0)46-165670 or per fax at the number +46(0)46-127775. The shareholder’s name, address, personal identity number/corporate identity number, number of shares held and daytime telephone number must be provided upon registration. If applicable, the number of assistants (maximum of two) must also be provided. Shareholders who are intending to be represented by a proxy must attach a dated, written power of attorney and other authorization documents to their registration. The originals of these authorization documents must be produced upon request at the extraordinary meeting. A power of attorney form is provided by Hansa Medical and will be sent to shareholders upon request. In addition, the form will be accessible through the corporate web site www.hansamedical.com at the latest three weeks prior to the extraordinary meeting.
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of voting list
- Approval of proposed agenda
- Election of one or two persons to verify the minute
- Confirmation that the meeting has been properly convened
- Resolution regarding directed share issue
- Resolution regarding share issue with preferential rights
- Close of Annual General Meeting
Resolution regarding directed share issue (point 7)
The board of directors proposes that the extraordinary meeting resolves that the company’s share capital shall increase by a maximum of SEK 25,000,005 through a share issue of a maximum of 5,000,001 shares without preferential rights for the shareholders primarily under the following terms. With the ambition to broaden the investor base, the Swedish corporation Nexttobe AB (NXT2B) shall have the right to subscribe for the shares in place of the shareholders. The price shall be SEK 5.50 per share. Bengt Ågerup or any juridical person owned by Bengt Ågerup at 100%, shall have the right to subscribe for the shares not being subscribed for by Nexttobe AB. The shares shall be subscribed for through payment on January 11, 2012. New shares shall entitle to dividends on the first record day for dividends taking place after the new shares have been registered.
Resolution regarding share issue with preferential rights (point 8)
The Board of Directors proposes that the extraordinary meeting resolves that the company’s share capital shall increase by a maximum of SEK 18,521,145 through a share issue of a maximum of 3,704,229 shares, with preferential right given to shareholders according, primarily, to the following conditions. One owned share on the record day, 29 February 2012, gives the right to one subscription right. Five subscription rights give the right to the subscription of one new share at the subscription price of SEK 5 per share. Shares which are not distributed according to preferential right shall be distributed between individuals subscribing for shares without preferential right, whereby distribution will be carried out, in the first instance, to individuals subscribing for shares with support of preferential right proportional to the number of subscribed shares, and, in the second instance, to others subscribing for shares without preferential right proportional to the number of subscribed shares. The subscription period will be 5 March until 19 March 2012. The Board of Directors reserves the right to extend the subscription period. Subscription for shares with the support of preferential rights shall take place through payment. Subscription for shares without the support of preferential rights shall take place through the subscription list, whereby payment must be made within three working days from notification of distribution. New shares shall entitle to dividends on the first record day for dividends taking place after the new shares have been registered.
A complete proposal for resolution, accounting documents, the auditor’s report and complete supporting documentation for the resolutions in general will be available from the company and on the company’s website no later than two weeks before the extraordinary meeting. These documents will be sent on request to any shareholder providing a postal address. As long as it will keep the company safe from any damages, the board of directors and the chief executive officer shall upon the request from any shareholder provide any information that could affect the assessment of any resolution on the proposed agenda, and the assessment of the financial position of the company. Equivalent information shall be provided for any subsidiaries in the Hansa Medical group as well as the statement of accounts of the company group
Lund, December 2011
Hansa Medical AB (publ)
The board of directors