Notice to Attend the Extraordinary General Meeting in Scandinavian Real Heart AB
Press Release November 8, 2023
The shareholders in Scandinavian Real Heart AB, reg. no. 556729–5588 (the "Company"), are hereby invited to the Annual General Meeting on Friday, 24 November 2023 at 10.00 at Best Western Plus Hotel Plaza, Kopparbergsvägen 10, 722 13 Västerås. Registration for the Meeting begins at 09:30.
Right to participate in the Meeting, etc.
Shareholders who wish to participate in the Meeting shall
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be recorded in the share register kept by Euroclear Sweden AB no later than Thursday, 16 November 2023, and
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notify the Company their intention to participate no later than Monday, 20 November 2023 by post to Scandinavian Real Heart AB, Kopparbergsvägen 6, 722 13 Västerås, by phone +46 (0)70-643 88 61 or by e-mail jonas.bark@realheart.se. The notification shall state full name, personal identification number/company registration number, shareholding, address, daytime telephone number and, if applicable, information about proxies or assistants (maximum two).
To be entitled to participate in the Meeting, shareholders whose shares are held in the name of a nominee must, in addition to providing notification of their participation in the Meeting, re-register the shares in their own name so that the shareholders are registered in the share register on the record date on Thursday, 16 November 2023. This re-registration may be temporary (so-called “voting right registration”) and is carried out through the nominee according to their procedures at a time predetermined by the nominee. Voting rights registration that has been completed by the nominee no later than Monday, 20 November 2023, are considered when preparing the share register.
Proxies etc.
If a Shareholders shall be represented by proxy, the proxy shall bring a written, dated and by the shareholder signed, power of attorney to the Meeting. The power of attorney may not be older than one year unless indicated that it is valid for a longer period, not exceeding five years. If the proxy is issued by a legal person, the proxy shall bring a current copy of the registration certificate and similar papers of authorisation. In order to facilitate entry to the Meeting, a copy of the power of attorney and other authorisation documents should be attached to the notification to the Meeting. Proxy forms will be available on the Company's website www.realheart.se and will be sent by post to shareholders who contact the Company and state their address.
Processing of personal data
For information on how personal data is processed in connection with the Meeting, please refer to the privacy policy available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Integritypolicy-bolagsstammor-svenska.pdf.
Proposal for agenda
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Election of Chairman of the Meeting
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Election of one or two persons to verify the minutes
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Preparation and approval of the voting list
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Approval of the agenda
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Determination as to whether the meeting has been duly convened
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Determination of number of Board members
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Election of Board members
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Determination of fees for Board members
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Closing of meeting
The Nomination Committee’s proposals
Item 1 – Election of Chairman of the Meeting
The Nomination Committee consists, until the Annual General Meeting 2024, of Kim Norström and Azad Najar as decided by the Annual General Meeting 2023. The Nomination Committee proposes that Christer Norström, or the person appointed by the Nomination Committee if he is prevented from attending, is appointed as Chairman of the Extraordinary General Meeting.
Item 6 – Determination of number of Board members
The Nomination Committee proposes that the Board of Directors should consist of eight
ordinary Board members without deputies.
Item 7 –Election of Board members
The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, that the current Board of Directors be supplemented with the following new members: Magnus Öhman, Stuart McConchie and Giovanni Lauricella. The board of directors otherwise consists of the members Christer Norström, also chairman of the board, Azad Najar, Ulf Grape, Oliver Voigt and Solveig Bergström as board members.
Magnus Öhman
Born: 1961
Education: MSc in Mechanical Engineering
Board of Director assignments: Magnus is currently Chairman of the board of Neosense Technologies, a Swedish medtech start-up company that develops invasive sensor based products where the first product significantly improves continuous oxygen monitoring for neonatal children to improve survival rate and Quality of Life. He has been a board member at Stockholms Tekniska Institut, an engineering school founded in 1924.
Experience: Magnus has over 30 years of experience from medtech including R&D leadership in both site and global responsibilities and as Managing Director for the St Jude Medical CRM subsidiary with R&D, manufacturing and distribution operations with over 600 employees and a revenue of 5.3 billion SEK. Magnus has managed or supervised 40+ product developments projects from start to regulatory approved and launched globally. Magnus previously served as CEO of Stockholms Tekniska Institut, an engineering school with 350+ students managing a turnaround operationally and strategically.
Stuart McConchie
Born: 1952
Education: Pharmacology - Monash University, Melbourne, Australia.
Board of Director assignments: Stuart has no current board positions.
Experience: Stuart has held senior positions in global medical device companies for more than 25 years, guiding companies from research to product commercialisation. Stuart has worked with several heart pump companies, most recently as CEO of UK-based Calon Cardio Technology, and previously with US-based Jarvik Heart and Australian HeartWare Inc where he also gained experience in a publicly traded environment before the company was acquired by Medtronic. Stuart has extensive regulatory experience, including FDA interaction with multiple products.
Giovanni Lauricella
Born: 1987
Education: Bachelor of Science (BSc) in Finance, a Master of Science (MSc) in Regulatory Affairs in Medical Devices, a Harvard University Certificate in Advanced Negotiation Strategy and a Universita Bocconi Certificate in Private Equity and Venture Capital.
Board of Director assignments: Managing partner at Lifeblood Inc., specializing in recruitment and fund raising for medtech companies.
Experience Giovanni has worked with over 500 startups worldwide and is currently member of several boards. He also organizes the conference Med-Tech World, which gathers around 3,000 participants, bringing together companies with investors, industry, and the media. He runs the podcast MedTech Money which focuses on demystifying raising and investing capital for Medtech startups.
Item 8 – Determination of fees for Board members
The Nomination Committee proposes that board fees for each of the new members according to item 7 above shall be paid with SEK 72,500.
Information on the number of shares and votes
At the time of issue of this notice, the total number of shares and votes in the Company amounts to 96,994,446.
Shareholders’ right to request information
The shareholders are reminded of their right, in accordance with Chapter 7 Section 32 of the Swedish Companies Act (2005:551), to request information from the Board Directors and the CEO at the Meeting.
Provision of documents
Proxy forms as well as other documents required by the Companies Act will be kept available to the shareholders at the Company's head office; Kopparbergsvägen 6, 722 13 Västerås and on the Company's website www.realheart.se.
Copies of the documents will also be sent to shareholders who so request and who provide their postal address.
Västerås in November 2023
Scandinavian Real Heart AB
THE BOARD OF DIRECTORS
For more information please contact:
Ina Laura Perkins, CEO
Phone: +46(0)70 406 49 21
E-mail: inalaura.perkins@realheart.se
Certified Adviser: Svensk Kapitalmarknadsgranskning AB, www.skmg.se
Scandinavian Real Heart AB develops a total artificial heart (TAH) for implantation in patients with life-threatening heart failure. Realheart® TAH has a patented design that resembles that of the natural human heart. The artificial heart consists of a four-chamber system (two atria and two ventricles) designed to generate a physiological blood flow pattern that mimics the body's natural circulation. A unique concept in the medical technology world.