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Notice of annual general meeting of Medicover AB (publ)

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The shareholders of Medicover AB (publ), with registered office in Stockholm and corporate registration number 559073-9487, are summoned to the annual general meeting on Thursday 29 April 2021.

In order to mitigate the spread of Covid-19, the board of directors has decided that the annual general meeting will be conducted by advance voting only, without physical presence of shareholders, proxies and third parties.

Medicover AB (publ) welcomes all shareholders to exercise their voting rights at the annual general meeting through advance voting on the basis of temporary statutory rules, according to the procedure set out below. Information on the resolutions passed at the annual general meeting will be published on Thursday 29 April 2021, as soon as the result of the voting has been finally confirmed.

In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the annual general meeting so resolves or if shareholders owning at least one tenth of all shares in the company so request. The shareholders are reminded of their right to request information according to Chapter 7 Section 32 of the Swedish Companies Act.

Preconditions for participation in the annual general meeting

Shareholders who wish to participate, through advance voting, at the annual general meeting must

  • be recorded in the share register maintained by Euroclear Sweden AB on Wednesday 21 April 2021, and must also
  • have registered by casting their advance vote in accordance with the instructions under the heading “Advance voting” below, so that the advance voting form is received by Euroclear Sweden AB no later than on Wednesday 28 April 2021.

Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names to be entitled to participate in the annual general meeting. Such re-registrations, which may be temporary, must be recorded in the share register maintained by Euroclear Sweden AB on Wednesday 21 April 2021. The share register on Wednesday 21 April 2021 will include re-registrations made no later than Friday 23 April 2021, and the shareholders must therefore advise their nominees well in advance of this date.

Advance voting

The shareholders may only exercise their voting rights at the annual general meeting 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 the company’s website, https://www.medicover.com. The advance voting form is considered as the notification of participation.

The completed voting form must be received by Euroclear Sweden AB no later than Wednesday 28 April 2021. The form may be submitted via e-mail to GeneralMeetingService@euroclear.com or by post to Medicover AB (publ), “annual general meeting 2021”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders who are natural persons may also cast their advance votes electronically through BankID verification via https://anmalan.vpc.se/EuroclearProxy/. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.

For questions regarding the annual general meeting or to have the advance voting form sent by post, please contact Euroclear Sweden AB on telephone +46 (0)8-402 92 74 (Monday-Friday, 09.00-16.00 CET).

Number of shares and votes

As per the date of this notice there are a total of 150,735,195 shares with 85,769,663.4 votes, whereof 78,551,271 are ordinary shares of class A that entitle to one (1) vote per share, 69,799,280 are ordinary shares of class B that entitle to one tenth (1/10) of a vote per share and 2,384,644 are ordinary shares of class C that entitle to one tenth (1/10) of a vote per share. The company holds as per the date of this notice 2,384,644 ordinary shares of class C that entitle to one tenth (1/10) of a vote per share, which cannot be represented at the annual general meeting.

Proposed agenda

  1. Election of a chairman of the meeting
  2. Preparation and approval of the voting register
  3. Approval of the agenda
  4. Election of one or two persons who shall attest the minutes
  5. Determination of whether the meeting was duly convened
  6. Presentation of the annual report and the auditors’ report, as well as the consolidated financial statements and the auditors’ report for the group
  7. Resolution regarding the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
  8. Resolution regarding allocation of the company’s profit or loss according to the adopted balance sheet and determination of record date for dividend
  9. Presentation of the board of directors’ remuneration report for approval
  10. Resolution regarding discharge from liability for the board members and the CEO
  11. Determination of the
    1. number of members of the board of directors; and
    2. the number of auditors
  12. Determination of fees for
    1. the board of directors; and
    2. the auditors
  13. Election of board members and auditors
    1. re-election of Fredrik Stenmo as board member
    2. re-election of Peder af Jochnick as board member
    3. re-election of Robert af Jochnick as board member
    4. re-election of Arno Bohn as board member
    5. re-election of Sonali Chandmal as board member
    6. re-election of Michael Flemming as board member
    7. re-election of Margareta Nordenvall as board member
    8. re-election of Fredrik Rågmark as board member
    9. re-election of Fredrik Stenmo as chairman of the board of directors
    10. re-election of BDO Sweden AB as the company’s auditor (choice of firm) with the request that Jörgen Lövgren continues as auditor in charge
  14. Resolution on instructions to the nomination committee
  15. Proposal from the board of directors to resolve on guidelines for remuneration to senior executives
  16. Proposal from the board of directors to resolve to adopt a long term performance-based share program
  17. Proposal from the board of directors to resolve on an amendment to the terms of the long term performance-based share programs adopted in 2017, 2018, 2019 and 2020
  18. Proposal from the board of directors to resolve to authorise the board of directors to issue new shares
  19. Proposal from the board of directors to amend the articles of association

The notice in its full length is attached to this press release.

For more information please contact:
Hanna Bjellquist, Head of Investor Relations          
Phone: +46-70-303-3272
hanna.bjellquist@medicover.com
 

Medicover is a leading international healthcare and diagnostic services company and was founded in 1995. Medicover operates a large number of ambulatory clinics, hospitals, specialty-care facilities,laboratories and blood-drawing points and the largest markets are Poland and Germany. In 2020, Medicover had revenue around €998 million and more than 32,000 employees. For more information, go to www.medicover.com

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