Notice to attend the continued general meeting of Elos Medtech AB (publ)
The shareholders of Elos Medtech AB (publ), corporate ID no. 556021-9650, headquartered in Gothenburg, are hereby invited to the continued general meeting on Wednesday, 28 June 2023. The continued general meeting will be held at 4:30 p.m. at Setterwalls Advokatbyrå, Sankt Eriksgatan 5, 411 05 Gothenburg, Sweden. The meeting venue will open at 3:30 p.m. for registration. Registration of participants at the continued general meeting ends when the meeting is called to order. The Board of Directors has resolved that shareholders shall also be able to exercise their voting rights at the continued general meeting by postal voting in accordance with the Company’s Articles of Association.
At the annual general meeting on May 3, 2023, owners of at least one tenth of all shares in the Company demanded that the matter of discharge of liability be handled at a continued general meeting.
Right to participation
Shareholders who wish to participate in the proceedings of the general meeting must:
- be registered as shareholders in the share register produced by Euroclear Sweden AB as of Monday, 19 June 2023, and
- notify the Company in accordance with the instructions under the heading “Physical participation” or alternatively submit a postal vote in accordance with the instructions under the heading “Postal voting” no later than Tuesday, 27 June 2023.
To be entitled to participate in the general meeting, a shareholder whose shares are held in the name of a nominee must, in addition to notifying the Company of their participation in the continued general meeting, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Monday, 19 June 2023. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting rights registration completed by the nominee no later than Wednesday, 21 June 2023 are taken into account when preparing the share register.
Physical participation
Shareholders who wish to physically participate at the continued general meeting must notify the Company of this not later than Wednesday, 21 June 2023. The notification can be submitted in writing to the following address Elos Medtech AB (publ), Continued General Meeting 2023, c/o Setterwalls Advokatbyrå, P.O. Box 1050, SE-101 39 Stockholm, Sweden. Completed forms may also be submitted electronically and must then be sent to oscar.stenmark@setterwalls.se. The notification must include the shareholder’s name, address and personal identity number or corporate registration number, telephone number, and the number of any assistants (a maximum of two) accompanying the shareholder. After registered notification, the notifier will receive a confirmation. If no confirmation is received the notification has not been made correctly.
Shareholders who participate via a proxy must issue a written and dated power of attorney for the proxy. The representative of a legal entity must present a copy of the registration certificate or equivalent authorization documents that show the authorized signatory. The shareholder should send the authorization documents (power of attorney and/or registration certificate) to Elos Medtech AB at the postal address above in due time before the general meeting. Proxy forms can be downloaded from Elos Medtech’s website: www.elosmedtech.com.
Postal voting
Shareholders who wish to attend the meeting venue in person or by proxy must report this according to "Physical participation" above. This means that a notification by postal voting alone is not sufficient for those who wish to attend the meeting venue.
Shareholders who wish to participate in the general meeting by postal voting must submit their postal votes so that their postal votes have been received by Elos Medtech AB not later than Tuesday, 27 June 2023. For postal voting, a special form shall be used. The form is available on Elos Medtech's website, www.elosmedtech.com. The postal voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be submitted to Elos Medtech AB no later than Tuesday, 27 June 2023. The completed form should be sent to address: Elos Medtech AB (publ), Continued General Meeting 2023, c/o Setterwalls Advokatbyrå, P.O. Box 1050, SE-101 39 Stockholm, Sweden. The completed form may also be submitted electronically and must then be sent to oscar.stenmark@setterwalls.se. If the shareholder is a legal entity, a registration certificate or other authorization document shall be attached to the form. The same applies if the shareholder votes by post by proxy. The shareholder may not provide the postal vote with special instructions or conditions. If this is the case, the vote (i.e. the postal vote as a whole) is invalid.
Further instructions and conditions can be found on the postal voting form.
Proxy forms for shareholders who wish to vote by proxy will be available on the Company's website, www.elosmedtech.com.
Proposed agenda
- Election of Chairman of the meeting
- Election of at least one person to verify the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the general meeting has been duly convened
- Resolution regarding discharge of liability for the Board members and the CEO
a. Lovisa Lander, Board member
b. Birker B. Bahnsen, Board member
c. Alexander Cicetti, Board member
d. Stefano Alfonsi, Board member and CEO
e. Magnus René, Chairman of the Board of Directors
f. Jan Wahlström, CEO (withdrawal 2022-05-03)
g. Jodie Gilmore, CEO (withdrawal 2022-09-05)
Proposal for a decision
Item 1 - Election of Chairman of the meeting
The Board of Directors proposes that Marcus Nivinger, Partner at Setterwalls Advokatbyrå, is elected Chairman of the general meeting, or, in his absence, the person appointed by the Board of Directors.
Item 3 – Preparation and approval of the voting list
The voting list proposed to be approved under item 3 on the agenda is the voting list prepared by Setterwalls Advokatbyrå, on behalf of Elos Medtech, based on the share register of the general meeting and received postal votes, and verified by the person appointed to verify the minutes.
Other information
Number of shares and votes
At the time of issue of this notice, the total number of shares in the company amounts to 8,068,000, whereof 1,099,740 class A shares, entitled to one (1) vote per share, and 6,968,260 class B shares, entitled to one tenth (1/10) of a vote per share at the continued general meeting. The total number of votes in the company amounts to 1,796,566. Elos Medtech AB does not hold any own shares.
Information at the continued general meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company provide information at the continued general meeting about circumstances that may affect the assessment of an item on the agenda.
Processing of personal data
For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg, June 2023
Elos Medtech AB (publ)
The Board of Directors
For further information, please contact:
Stefano Alfonsi, President and CEO, +44 772 04 98 342 , e-mail: stefano.alfonsi@elosmedtech.com
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