Notice to attend the Annual General Meeting of Vigmed Holding AB (publ)
The shareholders of Vigmed Holding AB (publ) are hereby convened to the Annual General Meeting (AGM) to be held on Tuesday, June 20, 2017 at 2 pm (14.00) at the company's headquarters at Garnisonsgatan 10, Helsingborg.
RIGHT TO PARTICIPATE AND NOTIFICATION
Shareholders who wish to participate the AGM must be recorded in the share register kept by Euroclear Sweden AB, no later than on Wednesday June 14, 2017, and notify the company that they, and where appropriate assistants (maximum two), intend to participate at the AGM no later than Wednesday June 14, 2017.
Notification can be made by phone (+46 (0)42 280090), by e-mail (firstname.lastname@example.org) or by post to Vigmed Holding AB, Garnisonsgatan 10, 254 66 Helsingborg, Sweden. Kindly mark the envelope "Annual General Meeting".
Notifications should state name, address, phone number, personal identification number or corporate registration number and shareholding. Notification of attendance and information on proxies and assistants are registered in Vigmed Holding’s Meeting System in order to create a voting list for the AGM. Any proxies should be in writing, dated and submitted in original form at the AGM and, if appropriate, with certificate of incorporation. A proxy form is available at the company’s website, www.vigmed.com, and will be sent without charges to shareholders that request it and provide their address.
Shareholders with nominee registered holdings with banks or other nominees must temporarily re-register their shares in their own name in order to attend the meeting. Any such re-registration must be completed no later than Wednesday June 14, 2017. This means that shareholders, well in advance of that date, must notify the nominee of their wish for re-registration. It is each shareholders responsibility to ensure that the shares are registered in their own name no later than Wednesday June 14, 2017. The company is not responsible for the correct registration of the shares.
- Opening of the meeting.
- Election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Determination of whether the meeting has been duly convened.
- Approval of agenda.
- Report by the Chief Executive Officer.
- Presentation of the Annual Accounts and the Audit Report as well as Consolidated Accounts and the Audit Report for the Group.
- Adoption of the Income Statement and Balance Sheet, Consolidated Income Statement and Consolidated Balance Sheet for 2016.
- Resolution on the allocation of the company’s loss according to the adopted Balance Sheet for 2016.
- Resolution on discharge in respect of the Board members and Chief Executive Officer from liability.
- Nomination Committee’s work and proposals.
- The number of Board members to be elected by the meeting.
- Determination of fees for the Board of Directors and the Auditor.
- Election of the Board of Directors and Chairman of the Board of Directors.
- Election of Auditor.
- Resolution on authorization of the Board of Directors to decide on a new share issue.
- Resolution on the procedure for appointing of the Nomination Committee for the Annual General Meeting of 2018.
- Proposal of examination by a special examiner.
- Closing of the meeting.
NOMINATION COMMITTEE’S PROPOSALS
The Nomination Committee of the AGM 2017 consists of Henrik Blomquist (representing Bure Equity AB), Per Knutsson (representing Soliver Ltd), Mikael Karlsson (representing Cecilia and Amanda Karlsson) and Sten Dahlborg (Chairman of the Board).
The Nomination Committee has not finalized its proposals at the publication of this notice as there recently has been large changes in the ownership of the company. The Nomination Committee intends to publish its proposal before the AGM 2017.
The nomination committee’s proposals regarding the following items are ongoing:
Item 2. Election of Chairman of the Meeting.
Item 13. The number of Board members to be elected by the meeting.
Item 14. Determination of fees for the Board of Directors and the Auditor.
Item 15. Election of the Board of Directors and Chairman of the Board of Directors.
Item 16. Election of Auditor.
Item 18. Resolution on the procedure for appointing of the Nomination Committee for the Annual General Meeting of 2018.
ITEM 17 RESOLUTION ON AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A NEW SHARE ISSUE
The Board proposes that the AGM authorizes the Board of Directors, to decide on new share issue, on one or more occasions during the period until the next Annual General Meeting, with or without waiving the shareholders preferential rights. Issues may be made with or without the provision of contribution, set-off or other terms. The number of shares to be issued may not exceed a total of 8,117,283. Dilution of capital may, upon full exercise of the authorization, amount to no more than about 10 per cent of the registered share capital at the time of the utilization of the authorization. The reason for the authorization is to enable the raise of working capital. To the extent the authorization is used for issue against cash payment waiving the shareholders' preferential rights, the issue price should be market-based.
A resolution under paragraph 17 requires that the proposal is supported by shareholders with at least two-thirds of the votes cast and shares represented at the meeting.
ITEM 19 PROPOSAL OF EXAMINATION BY A SPECIAL EXAMINER
Shareholder Nihon Chushashin Kogyo Co., Ltd proposes the AGM to resolve on an examination by a special examiner. The proposed examination suggests to, among other thing, cover the company’s and the subsidiary Vigmed AB’s potential related party transactions, transactions in breach of the Swedish Companies Act’s conflict of interest, transaction made on other than arm’s length basis and internal and external costs for development work during the financial years 2014-2016, including costs for investments in patents and software, and the accounting of thereby.
A resolution under paragraph 19 requires that the proposal is supported by shareholders with at least one-tenth of the votes cast or one-third of the shares represented at the meeting.
NUMBER OF SHARES AND VOTES
The number of registered shares in the company at the date of the notice amounts to 73,055,553 representing 73,055,553 votes. The Company does not hold any own shares.
If requested by any shareholder, the Board of Directors shall at the AGM provide information regarding circumstances that may affect the assessment of a matter on the agenda or that may affect the assessment of the company’s financials. This shall be done if the Board of Directors deems it possible without significant detriment to the company.
The Annual Report and Audit Report, the Board of Directors complete proposal on authorization on a new share issue (item 17) and the proposal from Nihon Chushashin Kogyo Co., Ltd regarding examination as per Chapter 10, Section 21 of the Swedish Companies Act (item 19) will be available no later than three weeks prior to the AGM, to shareholders for inspection at the company's headquarters, Garnisonsgatan 10 in Helsingborg and will be sent without charges to shareholders that request it and provide their address. The documentation will also be available at the company’s website www.vigmed.com.
Helsingborg, May 19, 2017
Vigmed Holding AB (publ)
The Board of Directors
For further information contact:
Chairman of the Board Sten Dahlborg, +46 708-369 419
CEO Henrik Olsen, +46 763-497 364
This is a translation of the Swedish version of the press release. When in doubt, the Swedish wording prevails.
Vigmed is a Swedish medical technology company whose mission is to eliminate needlestick injuries and the associated risk of cross infections with blood-borne infectious diseases by offering the market unique needle-protected products. Vigmed is headquartered in Helsingborg, Sweden. Vigmed’s share is traded on NASDAQ OMX First North in Stockholm (ticker VIG). Remium Nordic AB is the Company’s Certified Advisor.Additional information about the company can be found on Vigmed’s website: www.vigmed.com/investor