The shareholders of
Right to participation
Shareholders who wish to participate in the proceedings of the AGM must:
- be registered as shareholders in the register of shareholders produced by
Euroclear Sweden AB as of Monday,24 April 2023 , and -
notify the Company in accordance with the instructions under the heading "Physical participation at the AGM" or alternatively submit a postal vote in accordance with the instructions under the heading "Postal voting" not later than Tuesday,
2 May 2023 .
To be entitled to participate in the AGM, a shareholder whose shares are held in the name of a nominee must, in addition to notifying the Company of their participation in the AGM, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Monday,
Physical participation
Shareholders who wish to physically participate at the AGM must notify the Company of this not later than
Shareholders who participate via a proxy must issue a written and dated power of attorney for the proxy. The representative of a legal entity must present a copy of the registration certificate or equivalent authorization documents that show the authorized signatory. The shareholder should send the authorization documents (power of attorney and/or registration certificate) to
Postal voting
Shareholders who wish to attend the meeting venue in person or by proxy must report this according to "Physical participation" above. This means that a notification by postal voting alone is not sufficient for those who wish to attend the meeting venue.
Shareholders who wish to participate in the AGM by postal voting must submit their postal votes so that their postal votes have been received by
The completed voting form must be submitted to
Further instructions and conditions can be found on the postal voting form.
Proxy forms for shareholders who wish to vote by proxy will be available on the Company's website, www.elosmedtech.com.
Proposed agenda
- Election of Chairman of the meeting
- Election of at least one person to verify the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the annual general meeting has been duly convened
- Presentation of the annual report and auditor's report, the consolidated annual report and auditor's report for the group
- Resolution regarding adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet
- Resolution regarding appropriation of the company's profits according to the adopted balance sheet
-
Resolution regarding discharge of liability for the Board members and the CEO
a.Lovisa Lander , Board member
b.Birker B. Bahnsen , Board member
c.Alexander Cicetti , Board member
d.Stefano Alfonsi , Board member and CEO
e.Magnus René , Chairman of the Board of Directors
f. Jan Wahlström, CEO (withdrawal 2022-05-03) -
Resolution regarding the number of Board members and the number of auditors
a. the number of Board members
b. the number of auditors -
Resolution regarding the remuneration to the Board of Directors and the remuneration to the auditor
a. the remuneration to the Board of Directors
b. the remuneration to the auditor - Election of Board members
Lovisa Lander (re-election)Birker B. Bahnsen (re-election)Alexander Cicetti (re-election)Stefano Alfonsi (re-election)Magnus René (re-election)Winfried Schaller (new election)- Thomas Öster (new election)
-
Election of Chairman of the Board of Directors
a.Magnus René (re-election) - Election of auditor
- Determination on principles for the appointment of the Nomination Committee
- Presentation and approval of the Board of Directors' remuneration report
- Decision to authorize the Board to decide on a new share issue
- Resolution to authorize the CEO to decide on adjustment of the resolutions
Proposal for a decision
Item 1 - Election of Chairman of the meeting
The Nomination Committee consisting of the Board member
Item 3 - Preparation and approval of the voting list
The voting list proposed to be approved under item 3 on the agenda is the voting list prepared by Setterwalls Advokatbyrå, on behalf of
Item 8 - Resolution regarding appropriation of the company's profits according to the adopted balance sheet
The Board of Directors proposes that no dividend shall be paid for financial year 2022. Furthermore, the Board of Directors propose that the company's unrestricted equity of
Item 10 - Resolution regarding the number of Board members and the number of auditors
The Nomination Committee proposes that the Board of Directors' shall consist of six (6) ordinary members without deputies.
The Nomination Committee proposes that one (1) auditor without a deputy auditor shall be appointed.
Item 11 - Resolution regarding the remuneration to the Board of Directors and the remuneration to the auditor
The Nomination Committee proposes that remuneration to the Board of Directors shall be paid according to the following:
SEK 525,000 (previouslySEK 500,000 ) to the Chairman of the Board of DirectorsSEK 262,500 (previouslySEK 250,000 ) to each of the other Board members-
that Board members remuneration for additional efforts of a consultancy nature may be paid within a framework of
SEK 150,000 , to be distributed in accordance with the Board of Directors' decision (previouslySEK 100,000 ).
The Board members which are dependent in relation to the majority holder
The Nomination Committee proposes that the fee to the auditor shall be paid in accordance with approved invoices.
Item 12 - Election of Board members
The Nomination Committee (through members
Information regarding the proposed new Board members
Born: 1965
Education and work experience: MBA in Innovation, Strategy and IT,
Other engagements: -
Shareholding: -
Winfried is a German citizen and resident in
Thomas Öster
Born: 1963
Education and work experience: Master of Science in Electrical Engineering at
Other engagements: Associate
Shareholding: 378,826 class A shares and 219,076 class B shares including family and company.
Thomas is independent in relation to the company and its management, but dependent in relation to major shareholders.
Thomas is a Swedish citizen and resident in
Further information about the Board members proposed for re-election can be found on the Company's website, www.elosmedtech.com.
Item 13 - Election of Chairman of the Board of Directors
The Nomination Committee proposes re-election of
Item 14 - Election of auditor
The Nomination Committee proposes, in accordance with the Board of Directors' recommendation, that the registered accounting firm
Item 15 - Determination on principles for the appointment of the Nomination Committee
The Nomination Committee proposes that the AGM adopts the principles for the appointment of the Nomination Committee and the instructions for the Nomination Committee adopted 2022 to apply in its entirety unchanged with the difference that it is now proposed that the principles and instructions should apply until further notice.
The Nomination Committee's task is to prepare and submit proposals for the AGM concerning:
- Election of Chairman of the meeting
- Number of board members
- Remuneration to the Board of Directors and Chairman of the Board of Directors and remuneration for committee work
- Election of members and Chairman of the Board of Directors
- Fees to auditor
- Election of auditor
- Tasks and principles of the Nomination Committee
The Nomination Committee shall every year consist of not less than three (3) and not more than five (5) members. In addition, the Chairman of the Board of Directors shall be co-opted to the Nomination Committee. Based on the shareholder statistics on the last banking day of August kept by
The Nomination Committee appoints its own chairman.
The Company shall publish the composition of the Nomination Committee through a press release and on the Company's website when it has constituted itself, but no later than six (6) months before the AGM.
The Nomination Committee's mandate period runs until a new Nomination Committee has been appointed. If one or more members of the Nomination Committee leave before its work is completed, the remaining members, among the Company's shareholders, shall make the changes deemed appropriate to reflect the shareholding as described above. The same applies if a shareholder has appointed a member to the Nomination Committee and significantly reduces its shareholding in the Company. However, no changes shall be made if the Nomination Committee's work is essentially completed. Changes in the composition of the Nomination Committee shall be published on the Company's website.
In the appointment of the Nomination Committee, the rules of the Swedish Corporate Governance Code (the Code) shall be observed, including that no member of Company management may be in the Nomination Committee and that Board members shall not constitute a majority in it, and that a maximum of one (1) Board member may be dependent in relation to one of the Company's major shareholders.
No remuneration shall be paid to the members of the Nomination Committee. The Company shall bear reasonable costs for such efforts by consultants, advisors or other things that the Nomination Committee may need for the performance of its work.
Item 16 - Presentation and approval of the Board of Directors' remuneration report
The Board of Directors proposes that the AGM resolves to approve the remuneration report produced by the Board of Directors for the financial year 2022.
Item 17 - Decision to authorize the Board to decide on a new share issue
The Board of Directors proposes that the AGM authorizes the Board of Directors, on one or more occasions, during the period until the next annual general meeting, to resolve on new issues of Class B shares in the company with deviation from the shareholders' preferential rights and/or with provision of capital contributed in kind, offset or other conditions in accordance with the Swedish Companies Act, corresponding to a maximum of 10% of the Company's number of outstanding shares of the share capital registered in the Company at the time of the share issue. The issue price at a new share issue in accordance with the authorization shall be determined on market terms. The Board of Directors shall be entitled to determine the other terms and conditions for issues made under the authorization and who shall be entitled to subscribe for the shares. The reason why the Board of Directors shall be able to resolve on a new share issue with deviation from shareholders' preferential rights and/or with provision of capital contributed in kind, offset or other conditions in accordance with the Swedish Companies Act is to be able to acquire capital in a timely and cost-efficient manner for the Company.
Majority requirement
A resolution in accordance with the Board of Directors' proposal for authorization as described above requires that the resolution is supported by shareholders with at least two-thirds of both the voting rights and the shares represented at the AGM.
Item 18 - Resolution to authorize the CEO to decide on adjustment of the resolutions
The Board of Directors proposes that the AGM authorizes the CEO, or the person otherwise appointed by the CEO, to make minor adjustments and clarifications of the resolutions adopted at the AGM to the extent necessary for registration and execution of the resolutions.
Other information
Number of shares and votes
At the time of issue of this notice, the total number of shares in the company amounts to 8,068,000, whereof 1,099,740 class A shares, entitled to one (1) vote per share, and 6,968,260 class B shares, entitled to one tenth (1/10) of votes per share at the AGM. The total number of votes in the company amounts to 1,796,566.
Annual general meeting - documentation
Annual Report, Auditor's Report, remuneration report and all other documents for resolutions will be available at the company and on the company's website www.elosmedtech.com at least three (3) weeks before the AGM. The documentation is sent upon request to shareholders who provide their postal address.
The Nomination Committee's complete proposals and reasoned opinion and information about proposed Board members are available on the Company's website as described above.
Information at the annual general meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company or a subsidiary provide information at the AGM about circumstances that may affect the assessment of an item on the agenda and circumstances that may affect the assessment of the Company's or a subsidiary's financial situation. The duty of disclosure also applies to information regarding the Company's relationship with its subsidiaries and the Group's consolidated financial statement.
Processing of personal data
For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors
For further information, please contact:
https://news.cision.com/elos-medtech-ab/r/notice-to-attend-the-annual-general-meeting-of-elos-medtech-ab--publ-,c3746895
https://mb.cision.com/Main/1719/3746895/1966786.pdf
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