Notice of Extraordinary General Meeting of Hansa Medical AB (publ)
Lund, Sweden, November 9, 2018 - The shareholders of Hansa Medical AB (Nasdaq Stockholm: HMED), are summoned to attend the Extraordinary General Meeting on December 11, 2018, at 10:00 am CET at Elite Hotel Ideon on Scheelevägen 27, Lund, Sweden.
The shareholders of Hansa Medical AB (publ) are hereby summoned to attend the Extraordinary General Meeting (“EGM”) on December 11, 2018, at 10:00 am CET at Elite Hotel Ideon on Scheelevägen 27, Lund, Sweden. Registration begins at 09:30 am CET and will be open until the commencement of the EGM.
Right to participate
Those who have been recorded as shareholders in the share register kept by Euroclear Sweden AB as of December 5, 2018, and who, no later than December 5, 2018, have given notice to the company of their intent to participate in the EGM, shall have the right to participate. Notice to participate shall be made in writing to the following address: Hansa Medical AB (publ), Box 785, SE-220 07 Lund, Sweden, or by e-mail to egm@hansamedical.com. The notice shall contain the shareholder’s name, personal identity number or registration number and daytime telephone number and, where applicable, the number of advisors (maximum of two).
A shareholder whose shares are nominee-registered must temporarily register his/her shares in his/her own name in the share register kept by Euroclear Sweden AB in order to be entitled to participate in the EGM. Registration must occur by December 5, 2018 and should be requested with the nominee well in advance.
Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney shall be made in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a copy of the registration certificate or, if no such document exists, equivalent documentation shall be included with the notification. The documentation shall certify the right for the person that has signed the power of attorney to appoint a proxy for the legal entity. To facilitate registration at the EGM, the power of attorney, in original form, as well as the registration certificate and other documents of authority, shall be provided to the company no later than December 5, 2018. If the power of attorney and the other authorization documents have not been submitted in advance, the power of attorney in original form and other authorization documents must be presented at the EGM. Power of attorney forms are available at the company and on the company’s website, www.hansamedical.com, and will be sent upon request to any shareholder who states their postal address.
Proposal of agenda
0) Opening of the meeting
1) Election of chairman of the meeting
2) Preparation and approval of the voting register
3) Approval of the agenda
4) Election of one or two persons to attest the minutes
5) Determination as to whether the meeting has been duly convened
6) The board of directors’ proposal regarding change of company name and change of the articles of association
7) Closing of the meeting
Proposals
The board of directors’ proposal regarding change of company name and change of the articles of association (item 6)
The board of directors of Hansa Medical AB (publ) proposes that the extraordinary general meeting resolves to change the company name from Hansa Medical AB to Hansa Biopharma AB by changing section § 1 of the company’s articles of association.
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Majority requirement
A resolution in accordance with item 6 requires approval of at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
Other information
When this notice to attend the EGM was issued, the total number of shares in the company was 38,904,889, of which 38,183,125 were ordinary shares and 721,764 were C shares. In total the company owned 721,764 C shares. The total number of votes in the company amounted to 38,255,301.4, of which the company had 72,176.4 votes. The board of directors’ complete proposal will be available at the company and on the company’s website www.hansamedical.com, at least three weeks prior to the EGM. Copies of the documents will be sent upon request to any shareholder stating his/her postal address. The shareholders are reminded of their right to require information in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/privacy-notice-boss.pdf.
This is a non-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
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Lund, November 2018
Hansa Medical AB (publ)
The Board of Directors