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  • Communiqué from the Annual and Extraordinary Meetings of Medicover Holding SA (the “Company”) held on May 9, 2006

Communiqué from the Annual and Extraordinary Meetings of Medicover Holding SA (the “Company”) held on May 9, 2006

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At the Annual and Extraordinary Meetings of the Company held on May 9, 2006, in Luxembourg, the shareholders of the Company have voted in favour of the resolutions set out below. AGM Jonas af Jochnick was elected President of the Board of Directors and all other Directors, being Sören Gyll, Peter Wikström, Fredrik Rågmark, Margareta Nordenvall, Arno Bohn and Fredrik Stenmo, were re-elected. Mr. Marc Hoydonckx, KPMG, Audit, Réviseur d’Enterprises was re-elected statutory auditor of the Company. EGM The EGM resolved to (i) increase the Company’s authorized share capital in order to bring it from its current amount of EUR 89,798,407 represented by 16,000,000 shares without nominal value to the new amount of EUR 134,697,610.50 represented by 24,000,000 shares without nominal value; (ii) amend article 5.III. of the Company’s articles of association in order to henceforth limit the power of the board of directors to issue shares in cash to any persons without the application of pre-emption rights in favour of existing shareholders to a maximum of 5% of the new authorized capital of the Company as at May 9, 2006; (iii) renew of the authorization granted to the board of directors of the Company to increase the share capital of the Company within the limits of the authorized capital as foreseen by article 5 of the articles of association of the Company for a new period of 5 years starting from today’s date with possibility of renewal by decision of a general meeting of shareholders; and (iv) amendment of article 5 of the Company’s article of association so as to reflect the above mentioned items of the agenda. The shareholders of the Company approved all other resolutions that were proposed at the AGM and at the EGM.

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