Notice of the Annual General Meeting of Global Health Partner AB (publ)
The shareholders of Global Health Partner AB (publ), corporate identity number 556757-1103, (“the Company”) are hereby invited to attend the Annual General Meeting to be held on Thursday 2 May 2013 at 3.30 p.m. on SEB’s premises at Östra Hamngatan 24, 405 04 Gothenburg. Registration will take place from 3 p.m., when coffee will be served.
Shareholders who wish to attend the Annual General Meeting must
be recorded in the share register kept by Euroclear Sweden AB (“Euroclear”) on Thursday 25 April 2013, and
give notice of intent to attend no later than 4 p.m. on Thursday 25 April 2013. Notice of intent to attend can be given either in writing to Global Health Partner AB (publ), Östra Hamngatan 26-28, 411 09 Göteborg, Sweden, by telephone (+46 31-712 53 17), by fax (+46 31-313 13 21) or by e-mail (firstname.lastname@example.org). Notice should include the shareholder’s name, personal or corporate identity number, address and daytime telephone number, and the number of shares held. Information should also be given, where appropriate, of any deputy, representative or advisor (maximum two).
Shareholders represented by another party must submit a dated proxy to the Company for the representative. Anyone representing a legal entity must submit a copy of the current Certificate of Registration or similar authorization documents indicating who is entitled to sign on behalf of the Company. The proxy’s period of validity may not be longer than five years. Proxy forms in Swedish and English are available at the Company or on the Company website, www.globalhealthpartner.com. The original of the proxy and any Certificate of Registration should be sent to the Company at the address given above in good time before the meeting.
Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of their intent to attend the meeting, request that they be temporarily recorded in the share register in their own names (so called voting-rights registration) to be able to attend the General Meeting. In order for such registration to be effectuated by Thursday 25 April 2013, shareholders should contact their bank or trustee well in advance of that date.
1. Opening of the AGM.
2. Election of Chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two people to verify the minutes.
6. Determination as to whether the meeting has been properly convened.
7. Address given by the CEO.
8. Presentation of the Annual Accounts and the Audit Report as well as the Consolidated Accounts and the Audit Report for the Group.
9. Resolutions on
a) adoption of the Profit and Loss Accounts and the Balance Sheet as well as the Consolidated Profit and Loss Accounts and the Consolidated Balance Sheet,
b) treatment of the Company’s unappropriated profits in accordance with the adopted Balance Sheet,
c) discharging the members of the Board and the CEO from liability.
10. Determination of the number of members of the Board and deputy members of the Board.
11. Determination of fees to the members of the Board and the Auditor.
12. Election of the Board of Directors and Auditor.
13. The Board’s proposal for a resolution authorizing the Board to issue shares.
14. The Board’s proposal for a resolution approving the following transactions with related parties, pursuant to chapter 16 of the Swedish Companies Act.
a) The Board’s proposal for a resolution approving the sale of shares in Bariatric Center Cairo.
b) The Board’s proposal for a resolution approving the sale of shares in Bodylift Center.
15. The Board’s proposal for a resolution concerning guidelines for remuneration and other conditions of employment for senior executives.
16. Proposal for a resolution on principles for the appointment of the Election Committee for the Annual General Meeting of 2014.
17. Closing of the meeting.
Election of Chairman of the Meeting (agenda item 2)
The Election Committee proposes that Paul Hökfelt be elected as Chairman of the Annual General Meeting.
Resolution on treatment of the Company’s unappropriated profits in accordance with the adopted Balance Sheet (agenda item 9 b)
The Board of Directors proposes that no dividend be paid for the financial year 2012.
Proposal concerning the number and the election of members of the Board and Auditor, and fees to the Board and the Auditor (agenda items 10, 11 and 12)
The Election Committee proposes that the Board shall consist of seven (7) people, with no (0) deputy members.
The Election Committee proposes re-election of Paul Hökfelt, Thomas Eklund, Carsten Browall, Bo Wahlström and Per Båtelson as members of the Board, and new election of Cecilia Schelin Seidegård and Mikael Olsson, for a mandate period up until the end of the next Annual General Meeting. Furthermore, the Election Committee proposes that Paul Hökfelt be elected as Chairman of the Board. Lottie Svedenstedt has declined re-election.
Cecilia Schelin Seidegård (born in 1954 in Stockholm) is a biochemist and public official who has been the County Governor of Gotland since January 2010. Cecilia Schelin Seidegård grew up in Visby. In her youth she was active in Fria Studenter (Free Students), Fris. She was also the Deputy Chair of the Swedish National Union of Students from 1981 to 1982. After having gained a doctorate in biochemistry, she worked in the pharmaceutical industry, above all in the Astra Group (Astra Zeneca). From 2003 to 2004 she was the CEO of Huddinge University Hospital AB and from 2004 to 2007 she was Hospital Director for the combined Karolinska University Hospital (formerly Huddinge University Hospital and Karolinska Hospital in Solna). Since 2004 she has been Chair of the Board of the KTH Royal Institute of Technology and since 2008 she has been Chair of Systembolaget. In 2007 she was elected as a member of the Royal Swedish Academy of Engineering Sciences, IVA.
Mikael Olsson (born in 1963) is an M.Sc. in Business and Economics and since January 2013 he has been the CEO of Nordanland Investment i Väst AB. Previously, between 2000 and 2012, Mikael was employed at the Sixth AP Fund, Corporate Investments, and at Amplico Kapital AB. During this period Mikael was a member of the Board in a number of portfolio companies. Before this, Mikael worked at various firms of accountants, including KPMG, during the period 1990 to 2000.
A reasoned statement from the Election Committee and further information on the proposed members of the Board are available on the Company’s website, www.globalhealthpartner.com.
The Election Committee proposes a Board fee of SEK 1,400,000 in total, to be divided up as follows: SEK 400,000 to the Chairman of the Board and SEK 200,000 to five (5) Board members who are not Global Health Partner employees. No further remuneration is paid for committee work.
The Election Committee proposes the re-election of Ernst & Young, with the authorized public accountant Thomas Nilsson as the auditor in charge. It is proposed that Ernst & Young be elected for a period up until the end of the next AGM.
The Election Committee proposes that the auditor's fee be paid on the basis of approved invoicing presented to the Company, for a period up until the end of the next Annual General Meeting.
The Board’s proposal for a resolution authorizing the Board to issue shares in connection with a company acquisition etc. (agenda item 13)
The Board proposes that the Annual General Meeting adopts a resolution authorizing the Board, for a period of time no longer than up until the next Annual General Meeting in 2014, on one or more occasions and following or deviating from the shareholders’ pre-emptive rights, to make a decision to issue no more than 6,500,000 new shares. The Board shall be entitled to decide that the shares be paid for, apart from in cash, via capital contributed in kind or otherwise on terms specified in chap 2 § 5 second paragraph 1-3 and 5 of the Swedish Companies Act or that the shares shall be subscribed for with offset rights. A new share issue deviating from the shareholders’ pre-emptive rights may only be utilized to finance the acquisition of a company or part of a company. In the event of a resolution on a directed cash issue of shares, the subscription price of the new shares shall be set at an amount that is in close relation to the price of the Company’s shares on the Stock Exchange at the time the new share issue is carried out. The reason for the right to deviate from the shareholders’ pre-emptive rights is to enable the Company, when an occasion arises to acquire a company or part of a company, to quickly and effectively finance the acquisition either by bringing in capital or via capital contributed in kind. The dilution effect if the authorization is fully utilized corresponds to approximately nine (9) percent of the share capital and votes.
The resolution is only valid if at least two thirds of both the votes cast and the votes represented at the Annual General Meeting have been given in favour of the proposal.
The Board’s proposal for a resolution approving the following transactions with related parties, pursuant to chapter 16 of the Swedish Companies Act (agenda item 14 a-b)
a) The Board’s proposal for a resolution approving the sale of shares in Bariatric Center Cairo.
During 2012 Global Health Partner worked hard on increasing the focus on the Group’s core holdings and strategically important markets. In light of the fact that the Group’s strategy has been changed to focus on the Nordic region, a decision was made to divest the clinic in Cairo. Global Health Partner owned 80 percent of the shares in the clinic before divestment and the remaining shares were owned by Osama Taha, a surgeon and CEO of the clinic.
During the holding period since 2009 Global Health Partner has invested very small amounts of money in the clinic. Moreover, the clinic has made a loss each year. Global Health Partner did not receive any payment when the shares were sold, and this was assessed to correspond to the market value of the shares.
In the assessment of the Board the transfer of the shares is of benefit to the Group and thereby to Global Health Partner’s shareholders. The Board therefore proposes that the meeting adopts the resolution to approve the transfer of all of Global Health Partner’s shares in the company to Osama Taha.
Approval of the above resolution requires that at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting are in favour of the proposal.
b) The Board’s proposal for a resolution approving the sale of shares in Bodylift Center
Bodylift Center was set up in Copenhagen during 2010 with the aim of treating the anticipated increasing need for reconstructive plastic surgery after great weight loss. Global Health Partner owned 79 percent of the shares and the remaining 21 percent were owned by the clinic’s surgeon and CEO, Andreas Printzlau. However, during the same year the rules in Denmark governing obesity surgery were changed, and consequently the market for the company’s business operations deteriorated drastically.
The company made considerable losses every year up until the divestment and it was assessed that it would take far too long for the clinic to come to a position where the losses could be sufficiently limited. A decision was therefore made to divest all shares to Andreas Printzlau. In the light of the company’s financial status, the shares were divested without any payment to Global Health Partner, and this was assessed to correspond to the market value of the shares.
The resolution is only valid if at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting have been given in favour of the proposal.
The Board’s proposal for a resolution on guidelines for remuneration and other terms of employment for senior executives (agenda item 15)
The Company shall strive to offer total remuneration that is reasonable and competitive in the market where the Company is operative. The remuneration terms shall reflect ‘payment by performance’ and vary with the individual’s performance and the Company’s results. The total remuneration can comprise a basic annual salary, insurable benefits and other variable remuneration or remuneration from incentive programs.
Following the ‘payment by performance’ principle, remuneration from different forms of variable remuneration or incentive programs can represent an important part of the total remuneration for senior management. Such remuneration can be offered both with short-term performance targets (up to one (1) year) and long-term performance targets (three (3) years or longer). Other variable remuneration may be approved by the Board in extraordinary circumstances, provided that such extraordinary arrangements are made with a view to recruiting or retaining personnel or achieving certain objectives.
The Board of Directors shall be entitled to deviate from these guidelines if special reasons for doing so exist in any individual case.
Proposal for a resolution on principles for the appointment of members to the Election Committee for the Annual General Meeting of 2014 (agenda item 16)
The Election Committee proposes that the Company Chairman be appointed as a member of the Election Committee and shall appoint, in consultation with the three largest owners of the Company at 30 September 2013, three further members to the Election Committee. If any of these three owners do not wish to appoint a representative this right is transferred to the fourth largest owner, and so on. In the event that one of the members of the Election Committee represents a shareholder that no longer belongs to the largest shareholders of the Company in terms of the number of votes, or for any other reason decides to resign from the Election Committee before the Annual General Meeting of 2014, the other members of the Election Committee shall together have the right to appoint another representative for the major shareholders to replace this committee member. The names of the three owners’ representatives and of the shareholders that they represent shall be published no later than six months before the Annual General Meeting of 2014.
The tasks of the Election Committee for the Annual General Meeting of 2014 shall be to submit proposals for the election of a Chairman for the Annual General Meeting, the number of members of the Board, election of the Chairman and other members of the Board, election of an Auditor, fees and other remuneration for each of the members of the Board and a fee for the Company’s auditors. The Election Committee shall otherwise fulfil the duties incumbent on the Election Committee, as stipulated by the Swedish Code of Corporate Governance.
Documents and information on the right of disclosure
The Annual Report and the Audit Report and the Board’s complete proposals in accordance with items 13 and 15, as well as the Auditor’s Statement in accordance with chap 8 § 54 of the Swedish Companies Act, and other documents in accordance with the Swedish Companies Act, will be available at the Company and on the Company’s website www.globalhealthpartner.com no later than Thursday 11 April 2013. The documents will be sent to shareholders who so request and give their postal address.
Shareholders are informed of their right to demand disclosure at the Annual General Meeting both of the conditions that can have an impact on the assessment of a matter under consideration and of the conditions that can have an impact on the assessment of the Company’s financial situation.
Number of shares and votes
On the day of issue of this notice of the Annual General Meeting, the total number of shares and votes in the Company amounts to 66,082,387.
Gothenburg, March 2013
Global Health Partner AB (publ)
The Board of Directors
Global Health Partner is an internationally active healthcare provider that operates specialist clinics in a select number of treatment areas through the application of a business model that is unique in the healthcare industry, where leading doctors become partners and shareholders. Multiple clinics with high patient volumes within the same area of treatment produce increased efficiency and higher quality, which is the cornerstone of Global Health Partner's business philosophy – “Quality through Specialisation”. Global Health Partner’s shares are traded on the Small Cap list at NASDAQ OMX Stockholm under the abbreviation “GHP”.
Global Health Partner AB (publ) | www.globalhealthpartner.com
Corp. ID No. 556757-1103 | Östra Hamngatan 26-28 | SE-411 09 Gothenburg | Sweden
Tel +46-31 712 53 00 | Fax +46-31 313 13 21
Global Health Partner AB is required to publish the information herein according to the Swedish Securities Market Act. This information was published on 28 March 2013 at 2.00 p.m. CET.
This is a translation of the Swedish version of the notice. When in doubt, the Swedish wording prevails.