Notice of annual general meeting of Medicover AB (publ)

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 27 April 2023 at 1.00 p.m. at Advokatfirman Vinge’s premises at Smålandsgatan 20, SE-111 46 Stockholm, Sweden. Registration starts at 12.30 p.m.

Right to participate in the annual general meeting

There are two ways for shareholders to participate in the annual general meeting: (i) participating at the venue, or (ii) participating through advance voting . In either case, if the shares are registered in the name of a nominee, they must be temporarily re-registered in the name of the shareholder (as further described below).

Participation at the venue of the meeting

Shareholders who wish to participate at the venue of the meeting in person or by proxy must

• be registered in the share register maintained by Euroclear Sweden AB on Wednesday 19 April 2023, and must also
• notify the company of their intention to attend the meeting, no later than Friday 21 April 2023.

The notification must be made in writing by e-mail to GeneralMeetingService@euroclear.com or by post to Medicover AB (publ), “Annual general meeting 2023”, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden, or by telephone +46 (0)8-402 92 74. Shareholders who are physical persons with a Swedish personal identity number may also make their notification on-line via internet, https://anmalan.vpc.se/EuroclearProxy/. The notification must state the shareholder’s name, personal identity number / registration number, shareholding, address, day- time telephone number and information about the attendance of any assistants (maximum two) and, if applicable, information about any proxies.

Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person a copy of the certificate of registration, or equivalent authorisation documents listing the authorised signatories, should be attached. The power of attorney and the certificate of registration may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years. The power of attorney and the certificate of registration, or equivalent authorisation documents listing the authorised signatories, should be sent to the company at the address mentioned above well in advance of the general meeting. A proxy form is available at the company webpage https://www.medicover.com, and will also be sent to shareholders who so request and state their postal address.

Participation by advance voting

Shareholders who wish to participate in the annual general meeting by postal voting must

• be recorded in the share register maintained by Euroclear Sweden AB on Wednesday 19 April 2023, and must also
• have registered by casting their advance vote in accordance with the instructions below, so that the advance voting form is received by Euroclear Sweden AB no later than on Friday 21 April 2023.

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 Friday 21 April 2023. The form may be submitted via e-mail to GeneralMeetingService@euroclear.com or by post to Medicover AB (publ), “Annual general meeting 2023”, 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.

Shareholders who wish to participate at the venue of the meeting in person or by proxy must give notice to the company in accordance with the instructions under “Participation at the venue of the meeting” above. This means that a notice of participation by advance voting only is not enough for a shareholder who wants to participate at the venue of the meeting.

If a shareholder has voted in advance and then participate at the venue of the meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the annual general meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the annual general meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.

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 CEST).

Nominee-registered shares

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-registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. The share register on Wednesday 19 April 2023 will include re-registrations made no later than Friday 21 April 2023, and the shareholders must therefore advise their nominees well in advance of this date.

Number of shares and votes

As per the date of this notice there are a total of 151,935,195 shares with 84,830,907.9 votes, whereof 77,374,876 are ordinary shares of class A that entitle to one (1) vote per share, 71,578,691 are ordinary shares of class B that entitle to one tenth (1/10) of a vote per share and 2,981,628 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 2,981,628 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. Opening of the annual general meeting
2. Election of a chairman of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons who shall attest the minutes
6. Determination of whether the meeting was duly convened
7. Presentation by the CEO
8. Presentation of the annual report and the auditors’ report, as well as the consolidated financial statements and the auditors’ report for the group
9. Resolution regarding the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
10. Resolution regarding allocation of the company’s profit or loss according to the adopted balance sheet and determination of record date for dividend
11. Presentation of the board of directors’ remuneration report for approval
12. Resolution regarding discharge from liability for the board members and the CEO
13. Determination of
    1. the number of members of the board of directors; and
    2. the number of auditors
14. Determination of fees for
    1. the board of directors; and
    2. the auditors
15. 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 Anne Berner as board member
    5. re-election of Arno Bohn as board member
    6. re-election of Sonali Chandmal as board member
    7. re-election of Michael Flemming as board member
    8. re-election of Margareta Nordenvall as board member
    9. re-election of Fredrik Rågmark as board member
    10. re-election of Azita Shariati as board member
    11. re-election of Fredrik Stenmo as chairman of the board of directors
    12. re-election of BDO Sweden AB as the company’s auditor (choice of firm) with the request that Karin Siwertz be appointed as auditor in charge
16. Resolution on instructions to the nomination committee
17. Proposal from the board of directors to resolve on guidelines for remuneration to senior executives
18. Proposal from the board of directors to resolve to adopt a long term performance-based share program
19. Proposal from the board of directors to resolve to authorise the board of directors to issue new shares
20. Proposal from the board of directors to resolve to authorise the board of directors to repurchase own shares
21. Closing of the annual general meeting

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

Stockholm in March 2023
Medicover AB (publ)
The board of directors

For further 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, Germany, Romania and India. In 2022, Medicover had revenue of €1,510 million and more than 44,000 employees. For more information, go to www.medicover.com