Invitation to the Annual General Meeting of Vigmed Holding AB (publ)
The shareholders of Vigmed Holding AB are hereby invited to the Annual General Meeting Wednesday, May 13, 2015 at 1 pm (13.00) at the company's headquarters at Garnisonsgatan 10, Helsingborg.
ENTITLEMENT TO PARTICIPATE AND NOTIFICATION
Shareholders wishing to attend the AGM must be recorded in the share register maintained by Euroclear Sweden AB, no later than Thursday May 7, 2015, and notify the company that they intend to participate no later than Thursday, May 7, 2015, at 2 pm (14:00). Notification can be made by phone (+46 (0)42 280090), by e-mail (finance@vigmed.com) or by post to Vigmed Holding AB, Garnisonsgatan 10, 254 66 Helsingborg, Sweden. Mark the envelope "Annual General Meeting ".
Notifications should state name, address, phone number, personal or corporate identity number and registered shareholding. Notification of attendance and information on proxies and assistants are registered in Vigmed Holding’s Meeting System in order to create a voting list. Proxies should be in writing and submitted with certificate of incorporation along with the notification of attendance.
NOMINEE-REGISTERED SHARES
Shareholders with nominee registered holdings with banks or other nominees must temporarily re-register their shares in their own name in order to attend the meeting. Any such re-registration must be completed no later than Thursday, May 7, 2015. This means that shareholders, well in advance of that date, must notify the nominee of their wish for re-registration.
ANNUAL REPORT AND COMPLETE PROPOSALS
The Annual Report and Audit Report, as well as the complete proposals under items 13 and 15 are available from April 22, 2015, to shareholders for inspection at the company's headquarters, Garnisonsgatan 10 in Helsingborg, and on Vigmeds website www.vigmed.com. Copies of these documents will be sent to shareholders upon request.
PROPOSED AGENDA
1. Opening of the meeting
2. Election of a Chairman of the Meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination of whether the meeting has been duly convened
7. Report by the Chief Executive Officer
8. Presentation of the Annual Accounts and the Audit Report as well as Consolidated Accounts and the Consolidated Audit Report
9. Adoption of the Income Statement and Balance Sheet, Consolidated Income Statement and Consolidated Balance Sheet
10. Resolution on the appropriation of the loss according to the adopted Balance Sheet
11. Resolution on discharge of the Board members and Chief Executive Officer from liability
12. Determination of fees for the Board of Directors and the Auditor
13. Election of the Board of Directors
14. Election of Auditor
15. Resolution on authorizing the Board of Directors to decide on a new share issue
16. Other matters for consideration at the Annual General Meeting under the Companies Act (2005:551) or Articles of Association
17. Closing of the meeting
PROPOSED RESOLUTIONS
ITEM 2: ELECTION OF CHAIRMAN OF THE MEETING
Proposal to elect Mikael Karlsson as the Chairman of the Meeting.
ITEM 12: DETERMINATION OF FEES FOR THE BOARD OF DIRECTORS AND THE AUDITOR
The Chairman’s fee is proposed to be SEK 175,000 (raised with SEK 25,000), and to each other member of the Board who is not employed by the company SEK 100,000 (raised with SEK 25,000).
The total fees of the members are thus proposed to amount to SEK 675,000. Fees to the auditors should be paid according to an approved invoice.
ITEM 13: ELECTION OF BOARD OF DIRECTORS
Re-election of Lennart Holm, Mikael Karlsson, Richard Roos, Lennart Dreyer and Per Knutsson. Ulf Mossberg and Finn Ketler have declined re-election. The board proposes election of two new board members. Lennart Holm is proposed for re-election as Chairman of the Board.
ITEM 14: ELECTION OF AUDITOR
Proposal to re-elect the registered accounting firm, PricewaterhouseCoopers AB.
ITEM 15: RESOLUTIONS ON AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A NEW SHARE ISSUE
The Board proposes that the AGM authorizes the Board, to decide on new share issue, on one or more occasions during the period until the next AGM, with or without waiving shareholders preferential rights. Issues may be made with or without the provision of contribution, set-off or other terms. The number of shares to be issued may not exceed a total of 10,958,333. Dilution of capital may, upon full exercise of the authorization, amount to no more than about 20 percent of the registered share capital at the time of the authorization. The intention of the authorization is to enable the raise of working capital and to finance expansion of the sales and marketing organization and to initiate the development of new product lines. To the extent the authorization is used for issue against cash payment waiving the shareholders' preferential rights, the issue price should be market-based.
A resolution under paragraph 15 requires that the proposal is supported by shareholders with at least two-thirds of the votes cast and shares represented at the meeting.
NUMBER OF SHARES AND VOTES
The number of registered shares in the company at the date of the notice totals 43,833,332, representing 43,833,332 votes. The Company does not hold any treasury shares.
Helsingborg, April 2015
Vigmed Holding AB (publ)
For further information contact:
Chairman of the board, Lennart Holm +46 70 630 8562 or CEO, Finn Ketler +46 42 600 5311
Vigmed is a Swedish medical technology company whose mission is to eliminate needlestick injuries by offering the market unique needle-protected products. Vigmed is headquartered in Helsingborg, Sweden, and has approximately 20 employees. Vigmed’s share is traded on NASDAQ OMX First North in Stockholm (ticker VIG) and has approximately 5 400 shareholders. Remium Nordic AB is the Company’s Certified Advisor.
Additional information such as company description, a video presentation and risk factors can be found on Vigmed’s website: www.vigmed.com/investor