NOTICE of Annual General Meeting in Ortivus AB on 4th of May 2011
Notice is hereby given of the Annual General Meeting (AGM) with the shareholders of Ortivus AB (publ), 556259-1205, on Wednesday 4th of May 2011 at 1500 hours at the company’s premises at Karlsrovägen 2 D in Danderyd.
Right to participate in the Meeting
Shareholders wishing to participate at the AGM must:
-be entered in the register of shareholders kept by Euroclear Sweden AB on Thursday 28th of April 2011 (see also the section on nominee-registered shares below), and
- have notified the company of their attendance not later than 1600 hours on Friday 29th of April 2011 at the address Ortivus AB, Box 713, 182 17 Danderyd, Sweden, or by telephone +46 8 446 45 00, fax +46 8 446 45 19 or e-mail firstname.lastname@example.org. When notifying the company, please state your name, personal identity or registration number, telephone number, address, shareholding and details about representatives or assistants (no more than two) if any.
Representatives, power of attorney, etc.
Representatives of shareholders must bring power of attorney in original to the meeting. Form for power of attorney will be available on the company’s home page www.ortivus.com or from the company. Representatives for legal entities should bring documents such as certificate of registration, power of attorney etc.
Shareholders whose shares are nominee-registered must also request a temporary entry in the register of shareholders kept by Euroclear Sweden AB in order to be entitled to participate in the meeting. Shareholders must notify the nominee about this well before Thursday 28th of April 2011, which is the day entry must be effected in order to be taken into account in the transcript of the register of shareholders made by Euroclear Sweden AB on that date.
- Opening of the meeting
- Election of Chairman of the meeting
- Drafting and approval of voting list
- Approval of the Board’s proposed agenda
- Appointment of persons to approve the minutes
- Determination whether the meeting has been duly convened
- a) Statement by the Managing Director
b) Statement by the Chairman regarding the Board’s work
c) Statement by the company’s accountant
d) Presentation of annual report with accounting report along with annual report for the group
- Decisions regarding
a) determination of the annual accounts for the company and the group,
b) disposition of the result according to the annual report, and
c) discharge from liability for the Board and the Managing Director
- Report from the Nomination Committee regarding its work and its motivated statement
- Determination of the number of Board members and accountants
- Decision regarding fees for the Board members and the accountants
- Election of Board members and Chairman of the Board
- Election of accountant and deputy accountant
- Decision regarding principles for appointing Nomination Committee for the next AGM
- Decision regarding guidelines for compensation to the management
- Decision regarding adoption of new Articles of Association
- Other items
- Closing of the meeting
The Board’s proposal
Item 8 b); Dividend
The Board proposes that no dividend be paid out for the financial year 2010.
Item 15; Decision regarding guidelines for compensation to the management
The Board proposes that in principle the same guidelines for compensation to the management as were approved at the AGM 2010 be approved by the AGM 2011 to be valid up until the end of the AGM 2012. The Board’s proposal has been attached to this notice.
Item 16; Decision regarding adoption of new Articles of Association
The Board proposes that the meeting decides to adopt new Articles of Association, including inter alia some adjustments of the company’s business description (section 3 in the Articles of Association). The new proposed wording is ”The company will itself, via wholly or partly owned companies or cooperation partners, develop, manufacture, sell, as well as supply service and support regarding medical, technical and customers’ business supportive products and services, as well as engage in other compatible business”. (present wording: ”The company will directly or indirectly develop, manufacture, sell and provide service regarding medical and chemical/technical projects, as well as engage in other compatible business.”) In addition some editorial alterations have been made. The proposed new Articles of Association have been attached to this notice.
Proposal from the Nomination Committee
The Nomination Committee for the AGM 2011 consists of Ragnhild Wiborg, Peter Edwall, Jonas Fredriksson, Laurent Leksell and Jon Risfelt. The complete proposal from the committee, the report from their work and the motivation for proposed Board members have been attached to this notice. The Nomination Committee proposes the following regarding items 2 and 10-14:
Item 2; Election of Chairman at the meeting
The Nomination Committee proposes that the Chairman of the Board Jon Risfelt is appointed Chairman of the meeting.
Item 10; Determination of the number of Board members and the number of accountants
The Nomination Committee proposes that the number of Board members until the next AGM should be 5 (last year 5) with no deputies (last year 0). The number of accountants is proposed to be one with one deputy.
Item 11; Determination of fees to the Board and the accountant
The Nomination Committee proposes that the fee to the Board be totally SEK 1,040,000 (last year SEK 1,190,000) with SEK 400,000 to the Chairman (last year SEK 400,000 + SEK 150,000 as extra fee) and SEK 160,000 to each of the other members not employed in the company. No extra fee will be paid for advisory committee work. The fee to the auditors is proposed to be paid according to reasonable and approved invoice.
Item 12; Election of Board members and Chairman of the Board
The Nomination Committee proposes re-election of Anna Söderblom, Peter Edwall, Annemarie Gardshol, Crister Stjernfelt and Jon Risfelt. The Committee proposes that Crister Stjernfelt is appointed Chairman of the Board. Information of the Board members may be found at the company’s home page (www.ortivus.com).
Item 13; Election of accountant
The Nomination Committee proposes re-election of the present accountant Helene Willberg and deputy accountant Gabriel Ingemarson, both practicing at KPMG in Stockholm, for a period until the AGM 2012 in accordance with the regulations of the Swedish Companies Act.
Item 14; Decision regarding principles for appointing Nomination Committee for the next AGM
The Nomination Committee of Ortivus proposes that the AGM decides to appoint a Nomination Committee for the AGM 2012 as follows.
The Chairman of the Board will be assigned to contact the three largest directly registered shareholders in the company according to Euroclear Sweden´s share register on 30th of September 2011 and ask them if they wish to appoint a member of the Nomination Committee for the AGM 2012. If such shareholder does not appoint a member, the fourth largest shareholder will be asked, and so on. The members appointed this way will, with the Chairman of the Board as convenor, constitute the Nomination Committee. The Committee will appoint a chairman within itself. The names of the members of the Committee will be published no later than six (6) months before the AGM 2012. The Committee will follow and fulfill the tasks which follow from the company management code and propose the process of appointing a new Nomination Committee for the next AGM.
Should a shareholder who has appointed a member to the Nomination Committee sell a substantial part of his shares before his assignment has been completed, the member appointed by the shareholder, if the Committee decides so, will resign and be replaced by a new member appointed by the shareholder next in size at the time and not already represented in the Committee. Should a member of the Committee cease to represent the shareholder who appointed him or resign from the Committee before his assignment has been completed, such member will, if the Committee decides so, be replaced by a new member appointed by the shareholder. Should the registered ownership conditions significantly alter in any other way before the assignment of the Committee has been completed, the composition of the Committee will, if the Committee decides so, be changed according to the above principles.
The length of office for the appointed Nomination Committee shall run until a new Nomination Committee has been formed.
The members of the Committee will receive no compensation except for direct costs in connection with the assignment. When needed the company will however be responsible for external costs necessary for the Committee to carry out its assignment.
The annual report and the auditor’s report will be available at the company (address see above) and at the company’s home page www.ortivus.com at the latest three weeks before the AGM. Copies of mentioned documents will be sent to those shareholders who request this and give their address.
Documents referred to in this notice are only available in Swedish, but for information in English, please contact the company’s CFO Magnus Nordgren by telephone 46 8 446 45 00.
According to chapter 7, section 32, of the Swedish Companies Act, the Board and the Managing Director, if a shareholder requests it and the Board deems it may be done without harming the company, will inform the meeting regarding circumstances that may affect the evaluation of an item on the agenda, circumstances which may affect the evaluation of the financial situation of the company or its subsidiaries, and also the company’s relation to another company in the group. A question may be put in advance in the same manner as notice of participation above.
The number of shares in the company at the time of this notice is 20,708,188, of which 1,108,455 are A shares and 19,599,733 are B shares, corresponding to a total of 30,684,283 votes.
Stockholm in April 2011
Ortivus AB (publ)
The Board of Directors