Notice to attend the Extraordinary 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 Extraordinary General Meeting (the “EGM”) on Friday, 13 August 2021.
In light of the ongoing Covid-19 pandemic Elos Medtech AB's EGM will be carried out through advance voting (postal voting) pursuant to temporary regulations. There will be no possibility to attend in person or by proxy at the EGM. Information about the resolutions adopted at the EGM will be published on 13 August 2021 as soon as the outcome of the vote is finally compiled.
Right to participation
Entitled to participate, by advance voting, at the EGM are persons who have been admitted as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on Thursday, 5 August 2021, and who have cast their advance vote in accordance with the instructions under the heading "Advance voting" below, so that the advance voting form is received by the company no later than Thursday, 12 August 2021.
To be entitled to participate at the EGM, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register as of 5 August 2021. 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 right registrations completed 9 August 2021 at the latest are taken into account when preparing the share registry.
Advance voting
Shareholders may exercise their voting rights at the meeting only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2020:198) on Temporary Exceptions to facilitate the execution of general meetings in companies and other associations.
For advance voting, a special form shall be used. The form is available on Elos Medtech's website, www.elosmedtech.com. The advance voting form is considered as the notification of attendance to the EGM.
The completed voting form must be submitted to Elos Medtech no later than Thursday, 12 August 2021. The completed form should be sent to address: Elos Medtech AB (publ), Extraordinary General Meeting 2021, c/o Advokatfirman Vinge KB, Box 11 025, SE-404 21 Gothenburg, Sweden. The completed form may also be submitted electronically and must then be sent to elosmedtech@vinge.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 in advance by proxy. The shareholder may not provide the advance vote with special instructions or conditions. If this is the case, the vote (i.e. the advance vote as a whole) is invalid.
Further instructions and conditions can be found on the advance 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 a person to verify the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the extraordinary general meeting has been duly convened
- Determination of the number of members of the Board of directors
- Determination of fees to be paid to the members of the Board of directors
- Election of the Board of directors and dismissal of directors of the Board
Proposal for a decision
Item 1 - Election of Chairman of the meeting
The Nomination Committee proposes that Yvonne Mårtensson, Chairman of the Board, or, in her absence, the person appointed by the Board of Directors is elected Chairman of the EGM.
Item 2 — Election of at least one person to verify the minutes
The Board of Directors proposes election of Lovisa Lander or, in her absence, the person appointed by the Board of Directors, to verify the minutes together with the chairman of the meeting. The task of the person appointed to verify the minutes also includes review of the voting list and that advance votes are correctly noted in the minutes of the meeting.
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 Advokatfirman Vinge on behalf of Elos Medtech AB, based on the shareholders' register of the EGM and received postal votes, and verified by the person appointed to verify the minutes.
Item 6 – Determination of the number of members of the Board
The majority shareholder in Elos Medtech AB, TA Associates, through EM Intressenter AB, propose that, for the period of until the end of the next Annual General Meeting, the number of ordinary members of the Board of Directors shall be five (formerly six).
Item 7 – Determination of fees to be paid to the members of the Board
EM Intressenter AB, proposes that the EGM resolves that the remuneration to the board of directors and for committee work until the end of the next Annual General Meeting shall be allocated pursuant to the same principles as resolved upon by the Annual General Meeting 2021, provided that no remuneration shall be allocated to board members that are not independent in relation to EM Intressenter AB and TA Associates.
Item 8 – Election of the Board of directors and dismissal of directors of the Board
EM Intressenter AB, proposes that the EGM resolves to elect Birker Bahnsen, Lovisa Lander and Alexander Cicetti, for the period until the end of the next Annual General Meeting, as new Board members of Elos Medtech AB and that directors Anders Birgersson, Hanna Ernestam Wilkman, Claes Hansson and Jeppe Magnusson are dismissed. Such resolution results in that Yvonne Mårtensson and Jon Risfelt remain as board members and that Yvonne Mårtensson remain Chairman of the Board until the end of the next Annual General Meeting.
TA Associates through EM Intressenter AB is proposing the changes as the new parent company of Elos Medtech AB (publ), but the chairman of the company’s nomination committee has been informed in advance.
Information about the proposed new Board members
Birker Bahnsen
Birker Bahnsen has worked at TA Associates since 2009, where his current position is Head of European Healthcare & Managing Director. He has previous experience from the investment bank Goldman Sachs. Birker Bahnsen also holds a master’s degree in Engineering from Cambridge University and an MSc in Cognitive Psychology from Oxford University.
Shareholding in Elos Medtech AB: -
Birker Bahnsen is independent in relation to Elos Medtech AB and its management. He is not independent in relation to Elos Medtech AB's major shareholders.
Lovisa Lander
Lovisa lander has worked at TA Associates since 2010, where her current position is head of TA Associates’ European Healthcare team. She has previous experience from Rothchild. Furthermore, Lovisa Lander holds a master’s degree in Engineering from Chalmers University of Technology.
Shareholding in Elos Medtech AB: -
Lovisa Lander is independent in relation to Elos Medtech AB and its management. She is not independent in relation to Elos Medtech AB's major shareholders.
Alexander Cicetti
Alexander Cicetti has worked at TA Associates since 2020 in TA Associates’ European Healthcare team. He has previous experience from the American finance company and commercial bank J.P. Morgan. Alexander Cicetti also holds a Masters’ degree in Management from the University of Mannheim.
Shareholding in Elos Medtech AB: -
Alexander Cicetti is independent in relation to Elos Medtech AB and its management. He is not independent in relation to Elos Medtech AB's major shareholders.
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 of which class A shares amounted to 1,099,740, entitled to one vote per share, and shares in series B amounted to 6,968,260, entitled to one tenth of votes per share at the Extraordinary General Meeting. The total number of votes in the company amounts to 1,796,566. Elos Medtech AB does not hold any own shares.
Extraordinary General Meeting - documentation
The proposal for resolutions pursuant to item 6-8 above is fully formulated in the notice.
Information prior to the Extraordinary 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 about circumstances that may affect the assessment of an item on the agenda. Requests for such information must be submitted in writing to Elos Medtech AB, Attn: The Board of Directors, Torsgatan 5B, SE-411 04 Gothenburg, Sweden or by e-mail to info@elosmedtech.com no later than Tuesday 3 August, 2021. The information is provided by being made available by the company, and on the company's website, https://elosmedtech.com/investor-relations/annual-general-meetings/, no later than Friday 6 August, 2021. Information is also sent within the same time period to shareholders who so request and have stated their postal or e-mail address. The share registry of the EGM is available at the office of the company at the address above.
Processing of personal data
For information on how your personal data is processed, see
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Gothenburg, July 2021
Elos Medtech AB (publ)
The Board of Directors
For further information, please contact:
Jan Wahlström, CEO, 46 70 212 18 89, e-mail: jan.wahlstrom@elosmedtech.com
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