Notice of the Annual General Meeting of Global Health Partner AB (publ)

Thu, Mar 31, 2011 16:00 CET

The shareholders of Global Health Partner AB (publ) corporate identity number 556757-1103, are hereby invited to attend the Annual General Meeting to be held on Wednesday 4 May 2011 at 4 p.m. on SE Banken’s premises at Östra Hamngatan 24, 405 04 Gothenburg. Registration will take place from 3.30 p.m., when coffee will also be served.

Registration
Shareholders who wish to attend the Annual General Meeting must

be recorded in the share register kept by Euroclear Sweden AB (“Euroclear”) on Thursday 28 April 2011, and

give notice of intent to attend no later than 4 p.m. on Thursday 28 April 2011. Notice of intent to attend can be given either in writing to Global Health Partner AB (publ), Östra Hamngatan 26-28, 411 09 Göteborg, Sweden, by telephone (+46 31-712 53 17), fax (46 31-313 13 21) or e-mail info@ghpartner.com. Notice should include the shareholder’s name, personal or corporate identity number, address and daytime telephone number, and the number of shares held. Information should also be given, where appropriate, of any deputy, representative or advisor.

Shareholders represented by another party must submit a dated proxy to the company for the representative. Anyone representing a legal entity must submit a copy of the current Certificate of Registration or similar authorization documents indicating who is entitled to sign on behalf of the company. The proxy may not be more than one year old, with the exception of proxies stating the period of validity, which may not, however, be longer than five years. Proxy forms in Swedish and English are available at the company or on the company website www.globalhealthpartner.com. The original of the proxy and any Certificate of Registration should be sent to the company at the address given above in good time before the meeting.

Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of their intent to attend the meeting, request that they be temporarily recorded in the share register in their own names (so called voting-rights registration) to be able to attend the General Meeting. In order for such registration to be effectuated by Thursday 28 April 2011, shareholders should contact their bank or trustee well in advance of that date.

Proposed agenda
1. Opening of the AGM.
2. Election of Chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two people to verify the minutes.
6. Determination as to whether the meeting has been properly convened.
7. Address given by the CEO.
8. Presentation of the Annual Accounts and the Audit Report as well as the Consolidated Accounts and the Audit Report for the Group.
9. Resolutions on
a) adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet,
b) treatment of the company’s unappropriated profits in accordance with the adopted Balance Sheet,
c) discharging the members of the Board and the CEO from liability.
10. Determination of the number of members of the Board and deputy members of the Board.
11. Determination of fees to the members of the Board and the Auditor.
12. Election of the Board of Directors.
13. The Board’s proposal for a resolution authorizing the Board to issue shares.
14. The Board’s proposal for a resolution concerning the issue of shares, with payment in the form of capital contributed in kind.
15. The Board’s proposal for a resolution approving the following related party transactions under chapter 16 of the Swedish Companies Act:
a)   The Board’s proposal for a resolution approving the sale of shares in the subsidiary company OrthoCenter Göteborg AB
b)   The Board’s proposal for a resolution approving the issue of warrants in the subsidiary company Ulriksdals Sykehus AS
c)   The Board’s proposal for a resolution approving the sale of shares in the subsidiary company Bariatric Center Stockholm AB
d)   The Board’s proposal for a resolution approving the sale of shares in the subsidiary company Bariatric Center Danmark Aps.
16. The Board’s proposal for a resolution concerning guidelines for remuneration and other conditions of employment for the senior management.
17. Proposal for a resolution on principles for the appointment of the Election Committee for the Annual General Meeting of 2012.
18. Closing of the meeting.

Election of Chairman of the Meeting (agenda item 2)
The Election Committee proposes that Urban Jansson be elected as Chairman of the Annual General Meeting.

Resolution on treatment of the company’s unappropriated profits in accordance with the adopted Balance Sheet (agenda item 9 b)
The Board of Directors proposes that no dividend be paid for the financial year 2010.

Proposal concerning the number and the election of members of the Board, and fees to the Board and the Auditor (agenda items 10, 11 och 12)
The Election Committee proposes that the Board shall consist of six (6) people, with no (0) deputy members.

The Election Committee proposes re-election of Paul Hökfelt, Andrew Wilson, Lottie Svedenstedt and Per Båtelson as members of the Board, and new election of Thomas Eklund and Carsten Brovall, for a mandate period up until the end of the next Annual General Meeting. Furthermore, the Election Committee proposes that Paul Hökfelt be elected as Chairman of the Board. Urban Jansson and Karl Swartling have declined re-election.

Thomas Eklund (born 1967) has been Managing Director of Investor Growth Capital since 2002 and has, amongst other things, been in charge of the investments in Swedish Orphan and Entific Medical Systems.
Today Thomas has a seat on the Boards of Biotage AB, Carmel Pharma AB, Neoventa Medical AB, Memira AB and Vårdapoteken AB.

Carsten Browall (born 1958) is the Managing Director of Unfors Instruments AB, a rapidly growing medical device company based in Gothenburg. Carsten has had a long career in the Healthcare sector, where he has been in leading positions in rapidly growing companies such as Mölnlycke AB, Nobel Biocare and Capio.

A reasoned statement from the Election Committee and further information on the proposed members of the Board will be available on the company’s website, www.globalhealthpartner.com, no later than Monday 11 April 2011.

The Election Committee proposes a Board fee of SEK 1,200,000 in total, to be divided up as follows: SEK 400,000 to the Chairman of the Board and SEK 200,000 to four (4) Board members who are not Global Health Partner employees. No remuneration is paid to Board members who are employed by Global Health Partner. No further remuneration is paid for committee work.

The Election Committee proposes that the auditor's fee be paid on the basis of approved invoicing presented to the company, for a period up until the end of the next Annual General Meeting.

The Board’s proposal for a resolution authorizing the Board to issue shares in connection with a company acquisition (agenda item 13)
The Board proposes that the Annual General Meeting adopts a resolution authorizing the Board, for a period of time no longer than up until the next Annual General Meeting in 2012, on one or more occasions and following or deviating from the shareholders’ pre-emptive rights, to make a decision to issue no more than 6,500,000 new shares. The Board shall be entitled to decide that the shares be paid via capital contributed in kind or otherwise on terms specified in chap 2 § 5 second paragraph 1-3 and 5 of the Swedish Companies Act or that the shares be subscribed for with offset rights. A new share issue deviating from the shareholders’ pre-emptive rights may only be utilized to finance the acquisition of a company or part of a company. The reason for the right to deviate from the shareholders’ pre-emptive rights is to enable the company, when an occasion arises to acquire a company or part of a company, to quickly and effectively finance the acquisition either by bringing in capital or via capital contributed in kind. The dilution effect if the authorization is fully utilized corresponds to approximately nine (9) percent of the share capital and votes.

The resolution is only valid if at least two thirds of both the votes cast and the votes represented at the Annual General Meeting have been given in favour of the proposal.

The Board’s proposal for a resolution concerning the issue of shares, to be paid via capital contributed in kind under chapter 16 of the Swedish Companies Act (agenda item 14)
The Board proposes that the Annual General Meeting adopts a resolution concerning a new issue of shares as part payment for the acquisition of shares in Bariatric Center Stockholm Holding. The final number of new shares in the Company, each with a quota value of SEK 1, as well as the issue price, the increase in the share capital and the dilution, will under the agreement entered into between the parties be decided on the day of the Annual General Meeting after calculation of the average share price during the 30 preceding days. The new shares will entitle shareholders to dividend as from the financial year 2011.

With a hypothetical average price of SEK 10.22 (the average share price during the 30 preceding days before Wednesday 23 March 2011) for the Company’s shares, the Company would need to carry out the following share issue in order to fulfil the above-mentioned obligation under the share transfer agreement:

The company’s share capital shall be increased by 405,750 kronor through the issue of 405,750 new shares.

The newly issued shares shall be subscribed for by Flacida AB, corporate identity number 556719-7040, in deviation from the shareholders’ pre-emptive rights. The shares shall be subscribed for in a separate subscription list no later than Tuesday 31 May 2011.

Payment for the shares issued shall made by the transference of 88 shares in Bariatric Center Stockholm Holding AB, corporate identity number 556711-8954 on 30 December 2010. The value at which the capital contributed in kind has been entered in the Board’s statement under chap 13 § 7 of the Swedish Companies Act and about which the Company auditor has made a statement under chap 13 § 8 of the Swedish Companies Act corresponds to a subscription price of SEK 10.22 per share. SEK 10.22 shall be paid for each new share. The new shares shall entitle shareholders to dividend as from the current financial year.

It is noted that there can be no over-subscription and that in accordance with the company’s Articles of Association the new shares will not be covered by the pre-emption provision.

The reason for the deviation from the shareholders’ rights is that it is desirable that the company becomes the owner of all the shares in Bariatric Center Stockholm Holding AB and that some of this purchase sum shall be paid for by Company shares. The above proposal will mean that the initial purchase sum for Flacida AB’s shares in Bariatric Center Stockholm Holding AB is constituted by approximately 25 percent Company shares, with the remainder of the purchase sum paid in cash.

At the Annual General Meeting the Board will issue a statement giving further details regarding the non-cash share issue.

Approval of the above resolution requires that at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting are in favour of the proposal. As the owner of Flacida AB is a Company shareholder, neither he nor anyone from the above-mentioned wholly-owned subsidiary should take part in this decision of the Annual General Meeting, which concerns them.

Finally, it is proposed that the Board is authorized to make any minor amendments to this resolution that may be necessary in connection with registration of the share issue at the Swedish Companies Registration Office and Euroclear (formerly VPC AB).

The Board’s proposal for a resolution approving related party transactions under chapter 16 of the Swedish Companies Act (section15 a-d)

a) The Board’s statement in accordance with the listing agreement, section 4.1, concerning the proposal for a resolution approving the sale of shares in OrthoCenter Göteborg, corporate identity number 556648-9406 (“the Company”)
Global Health Partner’s business model is based on key people in the subsidiaries being partners in the clinic the person works in.

Ownership of OrthoCenter Göteborg underwent minor restructuring during 2009 and 2010, where 1,212 shares were acquired from three partners by Global Health Partner, whereupon 510 of these shares were sold on to Leif Swärd during 2010. Leif Swärd made a payment for these shares corresponding to a valuation of approximately eight (8) times the company’s operating result for 2009. After the acquisition Leif Swärd’s ownership of the Company amounts to 14.7 percent. Leif Swärd is assessed to be of considerable importance to the clinic’s business.

In the assessment of the Board the transfer of the shares is of benefit to the company and thereby to Global Health Partner’s shareholders. The Board therefore proposes that the meeting adopts the resolution to approve the transfer of 510 shares in the Company to Leif Swärd.

Approval of the above resolution requires that at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting are in favour of the proposal. As Leif Swärd is a shareholder in Global Health Partner he should not take part in this decision of the Annual General Meeting, which concerns him.

b) The Board’s statement in accordance with the listing agreement, section 4.1, concerning the proposal for a resolution approving the issue of warrants in Ulriksdals Sykehus AS, corporate identity number 985766924 (“the Company”)
Global Health Partner’s business model is based on key people in the subsidiaries being partners in the clinic the person works in.

Up until the summer of 2010 Global Health Partner owned approximately 37 percent of Ulriksdals Sykehus AS (the Company), a clinic that conducts spinal surgery in Bergen, Norway. The Company had generated losses over a long period of time and a financial reconstruction was carried out. Through the financial reconstruction Global Health Partner increased its ownership to 75 percent. The cost to Global Health Partner of increasing its ownership in the company amounted to NOK 1.08 per share.

The ownership in the Company of the key person in the Company, Sjur Braaten, decreased from 23.5 percent to 12.7 percent through the reconstruction. As it was assessed to be of great importance for the Company’s business that Sjur Braaten was given the opportunity of reacquiring part of his original ownership in the Company, Global Health Partner issued a subscription warrant on 25 November 2010 for the acquisition of 47,095 shares in the Company, corresponding to an increase in Sjur Braaten’s ownership share of 5 percentage points, with a term of five years. The exercise price per share was set at NOK 3 and for this warrant Sjur Braaten has paid a market price calculated in accordance with Black & Scholes’ valuation model for subscription warrants.

In the assessment of the Board the issue of the subscription warrants is of benefit to the company and thereby to Global Health Partner’s shareholders. The Board therefore proposes that the meeting adopts the resolution to approve the transfer of the subscription warrant with regard to 47,095 shares in the Company to Sjur Braaten.

Given that Sjur Braaten is to be considered a related party under chapter 16 of the Swedish Companies Act, approval of the above resolution requires that at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting are in favour of the proposal.

c) The Board’s statement in accordance with the listing agreement, section 4.1, concerning the proposal for a resolution approving the sale of shares in Bariatric Center Stockholm AB, corporate identity number 556654-4143 (“the Company”)
Global Health Partner’s business model is based on key people in the subsidiaries being partners in the clinic the person works in.

Bariatric Center Stockholm Holding AB issued a call warrant to Peter Loogna in August 2007 with regard to five (5) percent of the shares in Bariatric Center Stockholm. This warrant fell due for redemption during 2010. The exercise price was set at SEK 20,000 per share, that is SEK 1,000,000 in total, and for this warrant Peter Loogna has paid a market price calculated in accordance with Black & Scholes’ valuation model for call warrants. The exercise price amounts to payment corresponding to a valuation of approximately 20 times the company’s operating result for 2006.

Peter Loogna redeemed the call warrant during 2010 and upon the payment of the exercise price he was allocated shares corresponding to five (5) percent of the shares in the Company.

Peter Loogna is a key person for the company. During 2010 the clinic performed 650 operations, of which Peter Loogna took part in 617.

In the assessment of the Board the issue of the proposed transaction is of benefit to the company and thereby to Global Health Partner’s shareholders. The Board proposes that the meeting approves the transfer of shares corresponding to five (5) percent of the shares in the Company to Peter Loogna.

Given that the partners are to be considered a related party under chapter 16 of the Swedish Companies Act, approval of the above resolution requires that at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting are in favour of the proposal.

d) The Board’s statement in accordance with the listing agreement, section 4.1, concerning the proposal for a resolution approving the sale of shares in Bariatric Center Danmark, corporate identity number 32157998 (“the Company”)
Global Health Partner’s business model is based on key people in the subsidiaries being partners in the clinic the person works in.

Global Health Partner started business within bariatric surgery in Denmark during 2010 through the company Bariatric Center Aps (the Company). Preparation for the start of the clinic has been carried out by both Global Health Partner and other intended partners, that is to say the Center for Rygkirurgi ApS, Mikael Støckel and Göran Lundegårdh. Global Health Partner formed the Company and with a view to capitalizing the Company the share capital was increased to DKK 2,000,000. After the formation of the Company and before business was started in the Company agreements were entered into with the above-mentioned partners which meant that Global Health Partner would own 50.4 percent and the other partners 49.6 percent. The other partners paid their share of the share capital to Global Health Partner, that is DKK 992,000, for the acquisition of
49.6 percent.

In the assessment of the Board the transfer of the shares is of benefit to the company and thereby to Global Health Partner’s shareholders. The Board proposes that the meeting adopts the resolution to approve the transfer of 49.6 percent of the shares in the Company to the above-mentioned partners.

The Board’s proposal for a resolution on principles for remuneration and other terms of employment for the company’s senior management (agenda item 16)
The company shall strive to offer total remuneration that is reasonable and competitive in the market where the company is operative. The remuneration terms shall reflect ‘payment by performance’ and vary with the individual’s performance and the company’s results. The total remuneration can comprise a basic annual salary, insurable benefits and remuneration from the incentive program which was adopted at the Extraordinary General Meeting on 27 November 2009.

Following the ‘payment by performance’ principle, remuneration from different forms of incentive programs can represent an important part of the total remuneration for senior management. Such remuneration can be offered both with short-term performance targets (up to one (1) year) and long-term performance targets (three (3) years or longer). Other variable remuneration may be approved by the Board in extraordinary circumstances, provided that such extraordinary arrangements are made with a view to recruiting or retaining personnel.

The Board of Directors shall be entitled to deviate from these guidelines if special reasons for doing so exist in any individual case.

Proposal for a resolution on principles for the appointment of members to the Election Committee for the Annual General Meeting of 2012 (agenda item 17)
The Election Committee proposes that the company Chairman be appointed as a member of the Election Committee and shall appoint, in consultation with the three largest owners of the company at 30 September 2010 who wish to appoint a representative, three further members to the Election Committee. In the event that one of the members of the Election Committee represents a shareholder that no longer belongs to the largest shareholders of the company in terms of the number of votes, or for any other reason decides to resign from the Election Committee before the Annual General Meeting of 2012, the other members of the Election Committee shall together have the right to appoint another representative for the major shareholders to replace this committee member. The names of the three owners’ representatives and of the shareholders that they represent shall be published no later than six months before the Annual General Meeting of 2012.

The tasks of the Election Committee for the Annual General Meeting of 2012 shall be to submit proposals for the election of a Chairman for the Annual General Meeting, the number of members of the Board, election of the Chairman and other members of the Board, fees and other remuneration for each of the members of the Board and a fee for the Group’s auditors. The Election Committee shall otherwise fulfil the duties incumbent on the Election Committee, as stipulated by the Swedish Code of Corporate Governance.

Documents and information on the right of disclosure
The Annual Report and the Audit Report and the Board’s complete proposals in accordance with items 13, 14, 15 and 16, the Board’s statements under sections 14 and 15 as well as the Auditor’s Statement in accordance with chap 8 § 54 of the Swedish Companies Act and the reasoned statement of the Election Committee, will be available at the company and on the company’s website www.globalhealthpartner.com no later than Monday 11 April 2010. The documents will be sent to shareholders who so request and give their postal address.

Shareholders are informed of their right to demand disclosure at the Annual General Meeting both of the conditions that can have an impact on the assessment of a matter under consideration and of the conditions that can have an impact on the assessment of the company’s financial situation.

Number of shares and votes
On the day of issue of this notice of the Annual General Meeting, the total number of shares and votes in the company amounts to 65,736,714.

Gothenburg, March 2011
GLOBAL HEALTH PARTNER AB (publ)
The Board of Directors

Global Health Partner is an internationally active healthcare provider that operates specialist clinics in a select number of treatment areas through the application of a business model that is unique in the healthcare industry, where leading doctors become partners and shareholders. Multiple clinics with high patient volumes within the same area of treatment produce increased efficiency and higher quality, which is the cornerstone of Global Health Partner's business philosophy – ”Quality through Specialisation”. Global Health Partner’s shares are traded on the Small Cap list at NASDAQ OMX Stockholm under the abbreviation “GHP.”

Global Health Partner AB is required to publish the information herein according to the Swedish Securities Market Act. This information was published on 31 March 2011 at 4.00 p.m. CET.

This is a translation of the Swedish version of the notice. When in doubt, the Swedish wording prevails.

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Notice of the Annual General Meeting of Global Health Partner AB (publ)

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