SWEDENCARE AB The shareholders of
Registration etc.
A shareholder who wishes to participate in the Annual General Meeting must:
- be listed as a shareholder in the share register produced by
Euroclear Sweden AB regarding the conditions onWednesday, April 17, 2024 , - notify their participation no later than
Wednesday, April 24, 2024 at the addressSwedencare AB (publ),Medeon Science Park , Per Albin Hanssons väg 41, 205 12 Malmö with an indication of “Annual General Meeting”, by e-mail to jenny.graflind@swedencare.se or by phone +46 73-944 85 54.
Upon registration, the shareholder's name, social security, or organization number (or equivalent), address, telephone number (daytime), shareholding, details of any assistants (maximum two) and, where applicable, details of deputies or agents must be stated.
Nominee registered shares
In order to be entitled to participate in the Annual General Meeting, a shareholder who has had his shares registered with a nominee must, in addition to registering at the Annual General Meeting, have the shares registered in his own name so that the shareholder is entered in the share register as of
Agent
Shareholders who intend to attend by proxy must issue a dated power of attorney for proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent for the legal entity must be attached. Power of attorney may be valid for a maximum of five years from issuance. Power of attorney in original and any registration certificate should be sent to the Company at the above address in good time before the Annual General Meeting. The Company provides Power of attorney forms upon request, and this is also available on the Company's website, www.swedencare.com.
Shareholders’ right to receive information
The board of directors and the managing director shall, if a shareholder so requests and the board of directors considers it possible without this resulting in material damage to the Company, provide information concerning conditions that could influence the assessment of an item on the agenda, conditions that could influence assessments of the financial condition of the Company or subsidiaries and the Company’s relationship to other group companies.
Number of shares and votes
The Company has a total of 158 731 900 shares at the time of issuing this notice. The total number of votes amounts to 158 731 900.
Proposed agenda
- Opening of the meeting and election of a chairman at the meeting
- Establishment and approval of the voting register
- Selection of one or two adjusters
- Approval of agenda
- Examination of whether the meeting has been duly convened
- Presentation of the annual report and the auditor's report as well as the consolidated accounts and the consolidated auditor's report
- Decision on:
a) adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
b) dispositions regarding the Company's profit according to the approved balance sheet, and
c) discharge from liability towards the Company for the Board members and the CEO
- Determination of fees to the Board, auditor and committees
- Election of the Board and auditor
- Principles for the appointment of a nomination committee
- Decision on approval of the Board's remuneration report
- The Board's proposal for a decision authorizing the Board to make a decision on the issue of shares
- Resolution on amendments to the Articles of Association
- Closing of the meeting
The Nomination Committee’s proposal for a resolution
Chairman of the meeting, number of board members, board fee, auditor’s fee, election of board members, election of chairman of the board, election of auditor and appointment of nomination committee (items 1, 8-10)
Item 1) – Håkan Svanberg as chairman of the AGM, or, in his absence, the person appointed by the board.
Item 8) - The Board is proposed to consist of seven ordinary members without deputies. Board fees of a total of
For committee work, to the members appointed by the board:
Auditor fee according to approved bill.
Re-election of Håkan Svanberg as Chairman of the Board.
Members proposed for re-election for the period until the end of the next Annual General Meeting have been presented on the Company's website, www.swedencare.com, and as regards members proposed for re-election also in the Company's annual report for the financial year 2023.
Re-election of
Item 10) - The Chairman of the Board shall annually, and no later than
The Board’s proposal for a resolution
Item 7b) – Allocation of the Company’s profit in accordance with the approved balance sheet
The Board of Directors proposes a dividend of
Item 11) - Approval of the Board's remuneration report
The board proposes that the annual general meeting approve the board's remuneration report.
Item 12) - Authorization for the Board of Directors to resolve on the issue of shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to, on one or more occasions during the period until the next Annual General Meeting, decide to increase the company's share capital by a maximum of 17,636,878 shares through a new issue of shares corresponding to a dilution of 10% of all outstanding shares at the time of issuing this notice to the Annual General Meeting. The Board shall be able to decide on the issue of shares with deviation from the shareholders' preferential rights and/or with a provision on non-cash, set-off or otherwise with conditions in accordance with Chapter 2, § 5, second paragraph 1-3 and 5 of the Companies Act.
The issues shall take place on market terms, subject to a market issue discount where applicable. The Board of Directors shall have the right to determine the terms and conditions for other issues in accordance with this authorization and who shall have the right to subscribe for the shares. The reason for the Board being able to make a decision on a share issue with deviation from shareholders' preferential rights and/or with a provision on non-cash and set-off issue or otherwise with conditions as above is that the company should be able to issue shares in order to enable financing of the business and/or acquisition of all or part of companies, operations and/or product and trademark rights.
It is proposed that the CEO be authorized to make the minor adjustments in this decision that may be necessary in connection with registration with the Swedish Companies Registration Office.
Item 13) - Resolution on amendments to the Articles of Association
By a change in the law that came into force on
Majority requirements
For resolutions pursuant to item 12 and 13 above, shareholders representing no less than two thirds of the votes cast as well as the shares represented at the meeting must approve the resolution.
Provision of documents
Accounting documents and auditors' report as well as other documents according to the Swedish Companies Act will be kept available at the Company's offices with address
Processing of personal data
For information on how your personal data is processed, please see www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf
Malmö in
The Board of Directors
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