ANNUAL GENERAL MEETING IN DENTWARE SCANDINAVIA AB (PUBL)
The shareholders in Dentware Scandinavia AB (publ), reg. no. 556872-5112, are hereby invited to attend the annual general meeting (Sw. årsstämma) to be held at Advokatfirman Morris AB’s premises, Vallgatan 30 in Göteborg, on 17 March 2016 at 10.00 a.m. Registration starts at 09.00 a.m.
Right to participate
The right to participate in the annual general meeting vest in shareholders that are recorded in the company’s share register kept by Euroclear Sweden AB as of 11 March 2016 and, further, having given notice of their intent to participate to the company, which notice have been received by the company no later than on 11 March 2016.
Notice to attend shall be given either:
- by regular mail to Dentware Scandinavia AB (publ), Stridsvagnsvägen 14, 291 39 Kristianstad,
- by email to info@dentware.se, or
- by phone 044-20 28 92 on workdays between 09.00 a.m. and 12.00 a.m.
The notice should specify the shareholder’s name, personal identity number or company registration number, address and work-hour telephone number and, where applicable, name of advisor, proxy or representative of legal entity. Registration form is available at the company’s website www.dentware.se. To order a registration form, contact the company at the same address and telephone number as indicated above. Notification by phone can be made on workdays between 09.00 a.m. and 12.00 a.m. Please note that the last date for registration by telephone is 11 March 2016 at 12:00 a.m.
Proxies
Shareholders intending to participate by proxy must issue a written, signed and dated proxy. If the proxy is issued by a legal entity, a certified copy of the valid registration certificate (Sw. Registreringsbevis) of the legal entity (or similar document for non-Swedish legal entity) must be attached the proxy. The documents may not be older than one year if not given a longer period of validity in the proxy, however a maximum of five years.
In order to facilitate registration, any proxies in the original and registration certificates should be sent to the company under the above-mentioned address so they are received by the company on 11 March 2016 at the latest.
Trustee-registered shares
In order to be entitled to participate in the meeting, shareholders whose shares are trustee-registered must temporarily register their shares in their own names. Shareholders that wish to effect such registration, so-called voting-right registration (Sw. rösträttsregistrering), must ensure that the registration is effected before 11 March 2016. Such registration may be temporary.
Proposed agenda
1. Preparation and approval of the register of voters.
2. Election of chairman of the meeting.
3. Approval of the agenda.
4. Election of one or two persons to confirm the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Presentation of the annual report and the auditor’s report and, as applicable, the consolidated annual report.
7. Resolution on
(a) adoption of the profit and loss statement and the balance sheet and, as applicable, the consolidated profit and loss statement and the consolidated balance sheet,
(b) appropriation of the company’s profit or loss as set forth in the adopted balance sheet, and
(c) discharge of the board members and, as applicable, the managing director, from liability.
8. Determination of number of board members and deputy board members and determination of the number of auditors and deputy auditors to be elected by the meeting.
9. Determination of fees and other compensation for board assignments and fees for the auditors.
10. Election of board members and auditor and, as applicable, deputy auditor.
11. Adoption of new articles of association.
12. Authorisation for the board of directors to resolve on issues of new shares.
13. Closing of the meeting.
Resolution proposals
Item 7(b): The board of directors proposes that no dividend is paid.
Item 8: The board of directors proposes that the company shall have a registered accounting firm as auditor without deputy auditor.
Item 10: The board of directors proposes that the registered accounting firm Frejs Revisorer AB is appointed as auditor with Ulf Johansson as auditor-in-charge.
Item 11: The board of directors proposes that the meeting shall resolve to adopt new articles of association of the company whereby the object of the company shall be amended to read “The company shall engage in the development, marketing and sales of dental products and to own and manage chattels and thereto related business”.
Item 12: The board of directors proposes that the annual general meeting resolves to authorise the board of directors, until the next annual general meeting to resolve on new issues of shares against cash and/or with provisions regarding issue in kind or set off. Resolutions on new issues against cash payment, issue in kind or set off may be undertaken with or without deviation from the shareholders’ preferential rights. The issue will take place on market terms based on the assessment of the market value of the company's shares on the issue date less any such market discount that the board of directors considers necessary for the issue to be carried out. The total number of shares which may be issued by virtue of the authorisation shall not exceed the total number of shares that may be issued in the company pursuant to limitations set forth in the company’s articles of association.
The reason for the proposal is that the board of directors considers it an advantage for the company from an expansion and capital raise point of view that the board is able to resolve on new issues of shares without the need to convene to a general meeting. The reasons to deviate from the shareholders' preferential rights (pro rata in relation to the previous ownership) is that such flexibility can facilitate the raising of capital to the company and that any distribution of ownership as a result thereof is deemed beneficial to the company and its shareholders.
As of the date of this notice, the board of directors has not been informed of any proposals for resolutions pursuant to items 2, 8, 9 and 10.
Meeting documents
The annual report with the auditor’s report and the complete proposals pursuant to the proposed agenda above will be available for the shareholders at the company at its above-mentioned address as from 25 February 2016. The documents will also be available at the company’s web-site, www.dentware.se.
Documents will be sent free of charge to the shareholders upon their request to the company, provided that such shareholders state their current address.
Number of shares and votes
At the time of this notice the total number of shares and votes of the company amounts to 19,953,462. The company holds no own shares.
Particular majority requirement
For a valid resolution pursuant to items 11 and 12, the proposal needs to be supported by shareholders with at least two-thirds of the votes cast as well as of all shares represented at the meeting.
Information at the annual general meeting
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without materially harming the company, provide information regarding circumstances that may affect the assessment of a matter on the agenda, circumstances that may affect the assessment of the company’s or subsidiaries' financial situation and the company’s relationship to other group companies.
___________________________
Göteborg in February 2016
Dentware Scandinavia AB (publ)
The board of directors