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 Wednesday December 22, 2021. The EGM is convened at the request of the majority shareholder TA Associates, through EM Intressenter AB. TA Associates has requested that an EGM is held to resolve upon the number of Board members, the election of Board members, election of Chairman of the Board of Directors and remuneration for the new Board of Directors.
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 December 22, 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 on Tuesday December 14, 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 Tuesday December 21, 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 December 14, 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 on December 16, 2021 at the latest are taken into account when preparing the share registry.
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 Tuesday December 21, 2021. The completed form should be sent to address: Elos Medtech AB (publ), Extraordinary General Meeting 2021, c/o Advokatfirman Vinge KB, Box 11025, SE-404 21 Gothenburg, Sweden. The completed form may also be submitted electronically and must then be sent to firstname.lastname@example.org. 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.
- 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 EGM has been duly convened
- Determination of the number of Board members
- Determination of fees to be paid to the Board members
- Election of the Board of Directors
Proposal for a decision
Item 1 - Election of Chairman of the meeting
The Board of Directors proposes that Yvonne Mårtensson, Chairman of the Board of Directors, is elected Chairman of the EGM or, in her absence, the person appointed by the Board of Directors.
Item 2 - Election of a person to verify the minutes
The Board of Directors proposes election of Stefano Alfonsi or, in his 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 Board members
The majority shareholder in Elos Medtech AB, TA Associates, through EM Intressenter AB, proposes that the number of ordinary members of the Board of Directors shall be four (formerly five) for the period of until the end of the next Annual General Meeting.
Item 7 - Determination of fees to be paid to the Board members
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, however, 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
EM Intressenter AB proposes that the EGM resolves to elect Stefano Alfonsi as new Board member and elect Lovisa Lander as new Chairman of the Board of Directors for the period until the end of the next Annual General Meeting. EM Intressenter AB’s assessment is that Stefano Alfonsi adds industrial experience to the Board of Directors. Chairman of the Board of Directors Yvonne Mårtensson and Board member Jon Risfelt has announced that they are leaving the Board of Directors at their own request in connection with the EGM for the next phase of the company's development. The Board members Birker Bahnsen, Lovisa Lander and Alexander Cicetti remain as Board members until the end of the next Annual General Meeting.
EM Intressenter AB is proposing the changes as the 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 member
Stefano, born 1964, has previously been Chairman of the Board of Directors and CEO of Corin Group PLC, CEO of Lima Corporate SpA and has previous experience in the medical technology industry, including position at Johnson & Johnson DePuy. He has a Doctorate Degree in Mechanical Engineering from the University of Padova and an MBA from the University of Bologna.
Shareholding in Elos Medtech AB: –
Stefano Alfonsi is independent in relation to Elos Medtech AB and its management, and independent in relation to Elos Medtech AB's major shareholders.
Number of shares and votes
At the time of issue of this notice, the total number of shares in the company are 8,068,000, whereof 1,099,740 class A shares, entitled to one vote per share, and 6,968,260 class B shares, entitled to one tenth vote per share. The total number of votes in the company is 1,796,566. Elos Medtech AB does not hold any treasury shares.
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 email@example.com no later than Sunday December 12, 2021. The information is provided by being made available at the company’s office or website, www.elosmedtech.com/investor-relations/annual-general-meetings/, no later than Friday December 17, 2021. Information is also sent within the same time period to shareholders who so request and have stated their postal or e-mail address.
Processing of personal data
For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg, November 2021
Elos Medtech AB (publ)
The Board of Directors
For further information, please contact:
Jan Wahlström, CEO, 46 70 212 18 89, e-mail: firstname.lastname@example.org