Notice of Extraordinary General Meeting of Handicare Group AB (publ) on 31 March 2021
At the request of Savaria (Sweden) AB (under name change from Goldcup 26098 AB), Reg. No. 559268–4137 (“Savaria”) which, following its cash public tender offer to the shareholders of Handicare Group AB (publ), Reg. No. 556982-7115 (“Handicare”), controls more than 90 per cent of the total number of shares and votes in Handicare, the shareholders of Handicare are hereby invited to the Extraordinary General Meeting (the “EGM”) on Wednesday, 31 March 2021.
In the light of the ongoing corona pandemic and in order to minimize any risk of spreading of the corona virus, the Board of Directors has decided that the EGM is to be held only through advance voting (postal voting) in accordance with temporary legislation. This means that the EGM will be conducted without the physical presence of shareholders, representatives or external parties and that shareholders will only be able to exercise their voting rights by postal voting in advance of the EGM in the manner described below.
Right to participate and notification
Shareholders who wish to participate in the EGM by advance voting:
must be recorded in the shareholders’ register maintained by Euroclear Sweden AB on Tuesday, 23 March 2021, and
must notify their intention to participate in the EGM no later than Tuesday, 30 March 2021, by having submitted an advance voting form in accordance with the instructions in the section “Advance voting” below, so that the advance vote is received by Handicare no later than that day. Please note that notification to the EGM can only be made by postal voting.
In order to be entitled to participate in the EGM, shareholders who have registered their shares in the name of a nominee must, in addition to notifying their intention to participate in the EGM, request that their shares be registered in their own name so that the shareholder is entered into the register of shareholders by Tuesday, 23 March 2021. This registration may be temporary (so-called voting right registration) and is requested with the nominee in accordance with the nominee’s procedures and in such time in advance as determined by the nominee. Voting right registrations completed by the nominee no later than on Thursday, 25 March 2021, will be taken into account when preparing the shareholders’ register.
Advance voting
The shareholders may exercise their voting rights at the EGM only by voting in advance, so called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on Handicare’s website, www.handicaregroup.com. The advance voting form is considered as the notification of participation at the EGM.
The completed and signed voting form must be received by Handicare no later than Tuesday, 30 March 2021. The completed and signed form shall be sent to Handicare Group AB (publ), ”Bolagsstämma”, Sturegatan 34, SE-114 36 Stockholm, Sweden. The completed form may alternatively be submitted by email and is then to be sent to IR@handicare.com.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
Proxies
If the shareholder votes in advance by proxy, a written and dated power of attorney signed by the shareholder must be attached to the advance voting form. Proxy forms are available on Handicare’s website, www.handicaregroup.com. If the shareholder is a legal person, a registration certificate or other authorization document must be attached to the advance voting form.
Proposed agenda
1. Election of the Chairman of the EGM
2. Election of one or two persons to certify the minutes
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Determination whether the EGM has been duly convened
6. Determination of the number of board members and deputy board members
7. Determination of the fees payable to the members of the Board of Directors
8. Election of the members of the Board of Directors
9. Election of the Chairman of the Board of Directors
Proposed resolutions
Proposal for resolution under Item 1
The Board of Directors proposes that Patrik Marcelius be elected Chairman of the EGM or, to the extent he is prevented, the person that the Board of Directors appoints instead.
Proposal for resolution under Item 2
The Board of Directors proposes that Ola Åhman be elected person to certify the minutes or, to the extent he is prevented, the person appointed by the Board of Directors. The assignment to certify the minutes also includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the EGM.
Proposal for resolution under Item 3
The voting list proposed to be approved is the voting list prepared by the company, based on the shareholders’ register and advance votes received, and verified by the person elected to certify the minutes.
Proposal for resolution under Item 6
Savaria proposes three board members without deputy members.
Proposal for resolution under Item 7
Savaria proposes that no fees should be paid to board members for the period up to the next Annual General Meeting.
Proposal for resolution under Item 8
Savaria proposes new election of Sébastien Bourassa, Eugenio Furlan and Henrik Teiwik as board members.
Sébastien Bourassa is Vice President Operations & Integrations, Savaria Corporation.
Eugenio Furlan is General Manager & Commercial Director, Garaventa Lift S.r.l.
Henrik Teiwik is CEO and President of Handicare Group AB.
Proposal for resolution under Item 9
Savaria proposes new election of Sébastien Bourassa as Chairman of the Board of Directors.
The shareholders’ right to require information
The Board of Directors and the CEO shall, if any shareholder so requests, and the Board of Directors believes that it can be done without significant harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Handicare no later than ten days prior to the EGM, i.e. no later than 21 March 2021, to Handicare Group AB (publ), ”Bolagsstämma”, Sturegatan 34, SE‑114 36 Stockholm, Sweden or by email to IR@handicare.com. The information is provided by being made available on Handicare’s website, www.handicaregroup.com, and at Handicare’s head office Sturegatan 34, Stockholm, Sweden no later than five days prior to the EGM, i.e. no later than 26 March 2021. The information is also sent to shareholders who so request and provide its postal address or email.
Further information
At the time of the issue of this notice, the total number of shares in the company amounts to 58 939 000, corresponding to 58 939 000 number of votes.
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
Stockholm, March 2021
The Board of Directors of Handicare Group AB (publ)
For information, please contact:
Pernilla Lindén, CFO & Investor relations
Tel: +46 708 775 832
Email: ir@handicare.com
The information set out in this announcement was submitted for publication on 5 March 2021, 18.00 CET.
About Handicare
Handicare offers solutions to increase the independence of disabled or elderly people, and to facilitate for their care providers and family. The offering encompasses a comprehensive range of curved and straight stairlifts, transfer, lifting and repositioning aids and vehicle adaptations. Handicare is a global company with sales in some 40 countries and is one of the market leaders in this field. The head office is in Stockholm, Sweden and manufacturing and assembly is located at four sites distributed across North America, Asia and Europe. In the twelve-month period to December 2020, revenue amounted to MEUR 205 and the adjusted EBITA margin was 8.4%. Employees amounted to approximately 940 and the share is listed on Nasdaq Stockholm. For more information, www.handicaregroup.com.