Notice of Annual General Meeting in Sedana Medical AB (publ)

The shareholders in Sedana Medical AB (publ), reg. no. 556670-2519, are hereby given notice to attend the annual general meeting to be held on Monday 10 May 2021. In order counteract the spreading of the corona virus, the board of directors of the company has decided, in accordance with Sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations (Sw. lagen (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), that the general meeting shall be conducted without the physical presence of shareholders, proxies or third parties and that the shareholders shall instead be provided the possibility to exercise their voting rights by post.

Participation

A person who wishes to exercise their voting right at the annual general meeting must:

• be entered as a shareholder in the share register kept by Euroclear Sweden AB as of the record date Friday 30 April 2021; and

• have given notice of attendance at the general meeting by having cast a postal vote in accordance with the instructions set out under the heading Postal voting below, so the postal vote is received by Euroclear Sweden AB no later than Friday 7 May 2021.

Nominee registered shares

Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting right at the meeting, register their shares in their own name (so-called "voting registration") in the share register kept by Euroclear Sweden AB as of the record date Friday 30 April 2021. Such voting registration, which is temporary, must be duly effected with Euroclear Sweden AB no later than Tuesday 4 May 2021, which means that the shareholder must ask their nominee to effectuate the voting registration well in advance of said date.

Postal voting

The board of directors of the company has decided, in accordance with Sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, that the general meeting shall be conducted without the physical presence of shareholders, proxies or third parties and that the shareholders shall instead be provided the possibility to exercise their voting rights by post. To exercise its voting rights by postal voting, a shareholder must no later than Friday 7 May 2021 have cast its postal vote in accordance with one of the following alternatives:

• Electronic voting: Shareholders who are natural persons and who do not cast their votes through a proxy may, during a period of at least three weeks immediately prior to the general meeting, cast their votes electronically through verification with BankID via Euroclear Sweden AB’s website https://anmalan.vpc.se/EuroclearProxy.
   

• Voting by e-mail: Postal voting can be made by filling out the form for postal voting which will be available on the company’s website www.sedanamedical.se and at the company’s offices during a period of at least three weeks immediately prior to the general meeting, and submit the form by e-mail
  to: GeneralMeetingService@euroclear.com.
   

• Voting by post: Postal voting can be made by filling out the form for postal voting which will be available on the company’s website www.sedanamedical.se and at the company’s offices during a period of at least three weeks immediately prior to the general meeting, and submit the form by post to: Sedana Medical AB (publ), c/o Euroclear Sweden, P.O. Box 191, SE-101 23, Stockholm, Sweden.

If a shareholder submits its postal vote through a proxy, a power of attorney must be attached to the postal voting form. Such power of attorney must be in writing, dated and signed and may not have been issued more than one year before the day of the general meeting, unless a longer period of validity has been stated in the power of attorney (however maximum five years). A power of attorney form will be provided upon request and is also kept available on the company’s website www.sedanamedical.se and at the company’s offices. A power of attorney issued by a legal entity must be accompanied by a copy of the entity’s certificate of registration or, should no such document exist, a corresponding document of authority.

A shareholder may not provide the postal vote with special instructions or conditions. If so, the entire postal vote is invalid. Further instructions and conditions are included in the form for postal voting and at Euroclear Sweden AB’s website https://anmalan.vpc.se/euroclearproxy.

For questions about the postal voting, please contact Euroclear Sweden AB on +46 8-402 91 33.

Proposed agenda

1. Opening of the meeting and election of chairman of the meeting

2. Preparation and approval of the voting list

3. Election of one or two persons to approve the minutes of the meeting

4. Determination of whether the meeting has been duly convened

5. Approval of the agenda

6. Presentation of the annual report and the auditor's report as well as of the consolidated accounts and the consolidated auditors report

7. Resolution in respect of adoption of the profit and loss statement and the balance sheet as well as the consolidated profit and loss statement and the consolidated balance sheet

8. Resolution in respect of allocation of the company's profits according to the adopted balance sheet

9. Resolution in respect of discharge from liability for the members of the board of directors and the CEO

1. Resolution in respect of discharge from liability for Thomas Eklund in its capacity as board member

2. Resolution in respect of discharge from liability for Sten Gibeck in its capacity as board member

3. Resolution in respect of discharge from liability for Bengt Julander in its capacity as board member

4. Resolution in respect of discharge from liability for Ola Magnusson in its capacity as board member

5. Resolution in respect of discharge from liability for Christoffer Rosenblad in its capacity as board member

6. Resolution in respect of discharge from liability for Eva Walde in its capacity as board member

7. Resolution in respect of discharge from liability for Christer Ahlberg in its capacity as CEO

10. Determination of fees payable to the board of directors and the auditors

1. Determination of fees payable to the chairman of the board and other board members

2. Determination of fees payable for the work on the board’s audit committee

3. Determination of fees payable to the auditors

11. Determination of the number of ordinary board members, auditors and deputies, as applicable

1. Determination of number of ordinary board members

2. Determination of number of auditors and deputies 

12. Election of board members, auditors and deputies, as applicable

1.  Re-election of Thomas Eklund as ordinary board member

2. Re-election of Bengt Julander as ordinary board member

3. Re-election of Ola Magnusson as ordinary board member

4. Re-election of Christoffer Rosenblad as ordinary board member

5. Re-election of Eva Walde as ordinary board member

6. New election of Claus Bjerre as ordinary board member

7. Re-election of Thomas Eklund as chairman of the board of directors

8. New election of Claus Bjerre as deputy chairman of the board of directors

9. Re-election of Öhrlings PricewaterhouseCoopers AB as auditor

13. Resolution on an authorisation for the board of directors to issue new shares

14. Resolution on amendment of the articles of association and division of shares (split)

15. Resolution on principles for the appointment of and instructions for the nomination committee

16. Closing of the meeting

The nomination committee's resolution proposals

The nomination committee of the company is composed of the following members:

• Karl Tobieson, chairman of the nomination committee and appointed by Linc AB;

• Thomas Eklund, chairman of the board;

• Malin Björkmo, appointed by Handelsbanken Fonder; and

• Caroline Sjösten, appointed by Swedbank Robur Fonder.

The nomination committee has presented the following resolution proposals in relation to items 1,10–12 and 15 on the proposed agenda.

Election of chairman of the meeting (item 1)

The nomination committee proposes that Thomas Eklund is elected chairman of the meeting or, in the event he is prevented from participating, that the person appointed by the board of directors shall be elected chairman of the meeting.

Determination of the fees payable to the board of directors and auditors (item 10)

The nomination committee proposes that, for the period until the end of the next annual general meeting, fees payable to the board of directors shall amount to SEK 450,000 (previously SEK 400,000) for the chairman, SEK 100,000 for each of the proposed board members Bengt Julander and Ola Magnusson who are also major shareholders in the company (previously SEK 100,000), SEK 275,000 for the proposed board member Claus Bjerre and SEK 175,000 for each of the other members elected by the general meeting (previously SEK 150,000). It is further proposed that fees payable for work on the audit committee of the board of directors shall amount to SEK 50,000 for the chairman (previously SEK 25,000) and SEK 25,000 for each of the other members (previously SEK 12,500). The rationale behind the higher fees for Claus Bjerre in comparison to the other board members who are not major shareholders in the company, is that Claus Bjerre resides outside the Nordics, which will entail additional travel time and travel costs. The nomination committee’s proposal implies an overall increase in fees payable for work on the board of directors and board committee’s of SEK 325,000 (corresponding to an increase of approximately 31 per cent) compared to the total fees resolved by the annual general meeting 2020, under the assumption that the nomination committee’s proposal in respect of election of board members is approved and that the audit committee will continue to be composed of three members.

The nomination committee further proposes that fees payable to the auditor shall be paid in accordance with approved invoices within the frame of the quotation.

Determination of the number of ordinary board members, auditors and deputies (item 11)

The board of directors of the company currently consists of six ordinary board members without deputy board members. The nomination committee proposes that the board of directors shall continue to consist of six ordinary board members without deputy board members.

The company currently has one auditor (a registered auditing company) without any deputy auditor. The nomination committee proposes that the company shall continue with one auditor without any deputy auditor.

Election of board members, auditors and deputies (item 12)

The board of directors of the company currently consists of the ordinary members Thomas Eklund (chairman), Sten Gibeck, Bengt Julander, Ola Magnusson, Christoffer Rosenblad and Eva Walde. The nomination committee proposes re-election of Thomas Eklund, Bengt Julander, Ola Magnusson, Christoffer Rosenblad and Eva Walde, and new election of Claus Bjerre, as ordinary board members for the period until the end of the next annual general meeting. Sten Gibeck has informed that he will not stand for re-election. The nomination committee further proposes re-election of Thomas Eklund as chairman of the board of directors and new election of Claus Bjerre as deputy chairman of the board of directors.

The nomination committee proposes re-election of the registered auditing company Öhrlings PricewaterhouseCoopers AB as auditor of the company for the period until the end of the next annual general meeting. Should PricewaterhouseCoopers AB be elected as the auditing company, the chartered accountant Leonard Daun will continue as auditor-in-charge.

About Claus Bjerre

Claus Bjerre, who is proposed to be elected as new ordinary member and vice chairman of the board of directors of the company, has long and broad experience within healthcare and Medtech. Claus has previously served as CEO and board member at Atos Medical and held several leadership positions at the Medtech-company Coloplast, including President, North America, and Senior Vice President, Emerging Markets. Claus is currently ordinary member of the board of directors and vice chairman of the board of Ellab and senior advisor at KKR & Co, Inc. Claus Bjerre holds an M.Sc. from the Copenhagen Business School and an MBA in Strategy and Finance from the UCLA Anderson School of Management.

Information regarding the other proposed board members can be found at www.sedanamedical.com.

Resolution on principles for the appointment of and instructions for the nomination committee (item 15)

The nomination committee proposes that the annual general meeting resolves to establish principles for the appointment of and instructions for the nomination committee in accordance with the below.

Principles for the appointment of the nomination committee

The chairman of the board of directors shall, as soon as possible after the end of the third quarter each year, ensure that the company’s three largest shareholders or shareholder groups are offered to appoint one member each to the nomination committee. The reconciliation shall be based on Euroclear Sweden AB’s share register (by group of shareholders) as of the last banking day of September, and/or such other documentation shareholders or group of shareholders present as evidence of their shareholding. If one or more shareholders refrain from appointing a member of the nomination committee, the next largest shareholder by votes shall be offered to appoint a member of the nomination committee, and so forth. More than five additional shareholders need however not be contacted, unless the chairman of the board of directors find that there are specific reasons therefore. When a shareholder is contacted with a request of appointment of a member of the nomination committee, the chairman of the board of directors shall set forth necessary rules of procedure such a last day to respond, etc.

The chairman of the board of directors shall be co-opted at the nomination committee’s meetings, and the chairman of the board of directors shall convene the first meeting of the nomination committee.

The composition of the nomination committee shall be made public as soon as it has been appointed.  The chairman of the nomination committee shall, unless the members agree otherwise, be the member who represents the largest shareholders by votes. However, the chairman or another member of the board of directors shall not be the chairman of the nomination committee. The nomination committee shall hold its mandate until a new nomination committee is appointed.

Changes to the composition of the nomination committee

If there are changes in the ownership among the largest shareholders by votes, and a shareholder who has not already been offered the right to appoint a member of the nomination committee thereby becomes a larger shareholder by votes compared to one or more of the shareholders who have appointed a member of the nomination committee, the nomination committee shall, if requested by the shareholder in question, resolve that the member of the nomination committee appointed by the smallest shareholder by votes, after the change in ownership, shall be dismissed and replaced by a member appointed by the new larger shareholder. If a newly larger shareholder wishes to appoint a member of the nomination committee, the shareholder shall notify the chairman of the nomination committee. The notification shall include the name of the person that the shareholder wishes to appoint as member of the nomination committee. However, unless there are specific reasons therefore, no changes shall be made to the composition of the nomination committee if the change in shareholding takes place later than two months prior to the annual general meeting. A shareholder that has become one of the three largest shareholders by votes after such time shall however, if the change in ownership is material , have the right to appoint a person who may take part in the work of the nomination committee and participate at its meetings.

A member of the nomination committee who wishes to resign prematurely from its engagement shall notify the chairman of the nomination committee (or, if the chairman of the nomination committee shall be replaced, the chairman of the board). If a member of the nomination committee resigns its engagement prematurely, the shareholder who appointed the member shall be offered to appoint a new member. If said shareholder is no longer one of the three largest shareholders by votes, another shareholder shall be offered to appoint a member in accordance with the abovementioned procedure. If no new member is appointed by the offered shareholder, the offer to appoint a member of the nomination committee shall pass on. Such offer shall be made to the next largest shareholder by votes (i.e. first to the largest shareholder by votes who has not already appointed a member of the nomination committee or abstained from the right to do so, and thereafter to the second largest shareholder by votes who has not already appointed a member of the nomination committee or abstained from the right to do so, etc.). The procedure shall continue until the nomination committee is complete. Not more than five additional shareholders need however not be contacted, unless the chairman of the nomination committee or chairman of the board (as applicable) considers there to be specific reasons therefore. 

A shareholder who has appointed a member of the nomination committee has the right to dismiss such member and appoint a new member of the nomination committee.

Changes to the composition of the nomination committee shall be published as soon as they have taken place.

The duties of the nomination committee

Prior to the annual general meeting, the nomination committee shall prepare and present proposals regarding:

• election of chairman of the meeting;

• determination of the number of ordinary board members, auditors and deputies, as applicable;

• election of chairman and other member of the board of directors;

• election of auditors and deputies, as applicable;

• determination of fees payable to the chairman of board, other board members, auditors and, if applicable, for committee work; and

• determination of principles for election of and instructions for the nomination committee.

The nomination committee shall, when preparing its proposals in respect of election of board of directors and auditors, consider the requirements on the composition of the board of directors according to the Swedish Companies Act (Sw. aktiebolagslagen (2005:551) and applicable rules of the marketplace of where the company is listed. The chairman of the board of directors shall, as appropriate, provide the nomination committee with information on the board of directors’ competence profile and working methods.

Meetings

The nomination committee shall meet as often as required for the nomination committee to fulfill its duties, however at least twice a year. Notices to meetings shall be issued by the chairman of the nomination committee (with the exception of the first meeting which is convened by the chairman of the board of directors). A member may request that the nomination committee shall be summoned.

The nomination committee is quorate if more than half of the members are present. A resolution shall not be made on a matter unless all members have been offered the opportunity to participate in the handling of the matter. Resolutions of the nomination committee shall be adopted by a simple majority of the members present whereas, in the event of a tied vote, the chairman shall have the casting vote.

The nomination committee’s report on its work by way of proposals and statement shall be available on the company’s website well in advance of the annual general meeting.

Renumeration and compensation

No fees shall be paid for work on the nomination committee. The nomination committee and its members shall however be entitled to reimbursement for proven and reasonable costs which have arose in relation to the fulfilment of the engagement.

Validity period and amendments to these instructions

These principles for the appointment of and instructions for the nomination committee shall apply until the general meeting resolved otherwise. The nomination committee shall continuously evaluate these principles for the appointment of and instructions for the nomination committee and present proposals, as required, in respect of amendments which the nomination committee considers to be appropriate.  

The board of directors' resolution proposals

Preparation and approval of the voting list (item 2)

The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the register of shareholders for the general meeting and postal votes received. The voting list will be verified by the person(s) approving the minutes of the meeting.

Election of one or two persons to approve the minutes of the meeting (item 3)

The board of directors proposes that two persons are appointed to approve the minutes of the meeting, and that Caroline Sjösten (representing Swedbank Robur Fonder) and Malin Björkmo (representing Handelsbanken Fonder), or, if one or both of them are prevented from participating, the person(s) appointed by the board of directors, are appointed to approve the minutes of the meeting. The task of approving the minutes of the general meeting also includes verifying the voting list and that the postal votes received are correctly presented in the minutes of the general meeting.

Resolution in respect of allocation of the company's profits according to the adopted balance sheet (item 8)

The board of directors proposes that the company’s accumulated profits shall be carried forward into new accounts and that no dividends shall be paid for the financial year 2020.

Resolution on an authorisation for the board of directors to issue new shares (item 13)

The board of directors proposes that the annual general meeting resolves on an authorisation for the board of directors to, at one or more occasions during the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve upon new share issues. By new share issue resolutions made by exercise of the authorisation, with deviation from the shareholders’ preferential rights, the company’s share capital may not be increased by an amount exceeding ten (10) per cent  of the share capital in the company as of the date of the annual general meeting. A new share issue resolved by exercise of the authorization may be made with or without stipulations regarding non-cash consideration, set-off or other conditions referred to in Chapter 13, Section 5, first paragraph, item 6 of the Swedish Companies Act (2005:551).

The objective of the authorisation is to provide the board of directors with flexibility in its work to ensure that the company can procure capital for the financing of the operations in an appropriate manner, to enable business or company acquisitions and to enable a broadening of the company’s shareholder base.

The chairman of the board of directors, the CEO, or any person appointed by either of them, shall be authorised to make such minor adjustments to the resolution as may be required in connection with the registration with the Swedish Companies Registration Office (Sw. Bolagsverket).

A valid resolution requires that the proposal is supported by at least two-thirds of the votes cast as well as of all shares represented at the meeting.

Resolution on amendment of the articles of association and division of shares (split) (item 14)

The board of directors proposes that the annual general meeting resolves on an amendment of the articles of association and a division of shares (split). The resolution shall be governed by the following terms and conditions.

1. Each share shall be divided into four new shares (split 4:1).

2. Based on the number of shares in the company as of the date of this resolution proposal, the number of shares in the company will increase from 23,046,740 to 91,186,960, and the shares’ quota value will be adjusted from SEK 0.10 to SEK 0.025.

3. In order to enable the division of shares, amendments are proposed to Section 5 (Number of shares) in the company’s articles of association, from “The number of shares shall be not less than 8,000,000 and not more than 32,000,000” to “The number of shares shall be not less than 32,000,000 and not more than 128,000,000.

4. The board of directors shall be authorised to determine the record day for the division of shares.

The objective of this proposal above is to facilitate the turnover of the company’s shares.

The chairman of the board, the CEO, or any person appointed by either of them, shall be authorised to make such minor adjustments to the resolution as may be required in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB.

A valid resolution requires that the proposal is supported by at least two-thirds of the votes cast as well as of all shares represented at the meeting.

Number of shares and votes

As of the date of issuance of this notice, the total number of shares and votes in the company amounts to 23,046,740. The company does not hold any of its own shares.

Specific majority requirements

Valid resolutions in accordance with items 13 and 14 required that the proposals are supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.

Information at the meeting

In accordance with Chapter 7, Section 32 of the Swedish Companies Act, the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda or of the company's economic situation. The duty to provide information also comprises the company's relationship to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence. Since the general meeting will be conducted without the physical presence of shareholders, proxies or assistants, a shareholder shall request such information in writing by post to Sedana Medical AB (publ), Vendevägen 89, SE-182 32 Danderyd, Sweden or by e-mail to info@sedanamedical.com Such request for information shall be made no later than Friday 30 April 2021. If so requested and the board of directors deems that it can be done without material harm to the company, the information will be made available at the company’s offices and the company’s website www.sedanamedical.com no later than 5 May 2021. The information will also be sent by post and by e-mail to the shareholders who requested the information and to other shareholders who so requests and who provides their address or e-mail address.

Documentation

The annual report and the auditor's report, including the consolidated accounts and the consolidated auditor's report, will be kept available at the company's offices with address Sedana Medical AB (publ), Vendevägen 89, SE-182 32 Danderyd, Sweden, and at www.sedanamedical.com, no later than three weeks before the meeting. Other documents to be kept available pursuant to the Swedish Companies Act, as applicable, will be kept available accordingly no later than two weeks before the meeting. All said documentation, as well as this notice, will also be sent by post, free of charge, to shareholders who so requests and states their postal address. The nomination committee's complete resolution proposals under items 1, 10–12 and 15 in the proposed agenda and complete resolution proposals to resolutions under items 2, 3, 8, 13 and 14 in the proposed agenda are included in this notice.

Processing of personal data

For information on how your personal data is processed in connection with the annual meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

*****

For additional information, please contact:
Susanne Andersson, CFO
Mob: +46 73 066 89 04
E-mail: susanne.andersson@sedanamedical.com

Thomas Eklund, chairman of the board of directors
Mob: +46 70 824 20 25
E-mail: thomas.eklund@investorab.com
 

N.B. The English language version of this notice is an unofficial translation. In case of any discrepancy between the English and Swedish language versions, the Swedish language version shall prevail

Sedana Medical is listed on Nasdaq First North Growth Market in Stockholm.
The company's Certified Adviser is Erik Penser Bank, +46 8 463 83 00, certifiedadviser@penser.se.

About Sedana Medical

Sedana Medical AB (publ) develops and sells the medical device AnaConDa for the administration of volatile anaesthetics. Through a combination of AnaConDa and the drug candidate Sedaconda (isoflurane), Sedana Medical provides inhaled sedation for mechanically ventilated intensive care patients. The company has applied for marketing approval in Europe for Sedaconda and expects an approval in the second half of 2021.

Today, mechanically ventilated intensive care patients are sedated intravenously which leads to several challenges for both patients and care givers. Challenges that are solved by inhaled sedation. Globally, seven to eight million patients are estimated to be sedated in intensive care due to mechanical ventilation, evenly distributed between the US, Europe, and Asia. These patients are on average sedated three to four days. Sedana Medical estimates the total market potential to SEK 20-30 billion. Three years after marketing approval in Europe, Sedana Medical expects sales of SEK 500 million in Europe and an EBITDA margin of about 40 percent. The company has initiated processes to obtain marketing approval in the US in 2024 and in markets outside the EU.

Sedana Medical has direct sales in Benelux, France, Germany, Great Britain, the Nordics and Spain as well as external distributors in other parts of Europe, Australia, Canada, China, India, Israel, Japan, Mexico and South Korea. The company was founded in 2005 and is headquartered in Stockholm, Sweden, with medical device development in Ireland.