The shareholders of
With reference to the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, the board of directors has decided that the annual general meeting will be conducted by advance voting only, without physical presence of shareholders, proxies and third parties.
In the advance voting form, the shareholders may request that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such continued general meeting shall take place if the annual general meeting so resolves or if shareholders owning at least one tenth of all shares in the company so request. The shareholders are reminded of their right to request information according to Chapter 7 Section 32 of the Swedish Companies Act.
Preconditions for participation in the annual general meeting
Shareholders who wish to participate, through advance voting, at the annual general meeting must
- be recorded in the share register maintained by
Euroclear Sweden AB on Tuesday19 April 2022 , and must also -
have registered by casting their advance vote in accordance with the instructions under the heading "Advance voting" below, so that the advance voting form is received by
Euroclear Sweden AB no later than on Tuesday26 April 2022 .
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names to be entitled to participate in the annual general meeting. Such re-registrations, which may be temporary, must be recorded in the share register maintained by
Advance voting
The shareholders may only exercise their voting rights at the annual general meeting by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on the company's website, https://www.medicover.com. The advance voting form is considered as the notification of participation.
The completed voting form must be received by
For questions regarding the annual general meeting or to have the advance voting form sent by post, please contact
Number of shares and votes
As per the date of this notice there are a total of 151,935,195 shares with 84,987,867.9 votes, whereof 77,549,276 are ordinary shares of class A that entitle to one (1) vote per share, 70,801,275 are ordinary shares of class B that entitle to one tenth (1/10) of a vote per share and 3,584,644 are ordinary shares of class C that entitle to one tenth (1/10) of a vote per share. The company holds as per the date of this notice 3,584,644 ordinary shares of class C that entitle to one tenth (1/10) of a vote per share, which cannot be represented at the annual general meeting.
Proposed agenda- Election of a chairman of the meeting
-
Election of one or two persons who shall attest the minutes
-
Preparation and approval of the voting register
-
Approval of the agenda
-
Determination of whether the meeting was duly convened
-
Presentation of the annual report and the auditors' report, as well as the consolidated financial statements and the auditors' report for the group
-
Resolution regarding the adoption of the income statement and the balance sheet, as well as the consolidated income statement and the consolidated balance sheet
-
Resolution regarding allocation of the company's profit or loss according to the adopted balance sheet and determination of record date for dividend
-
Presentation of the board of directors' remuneration report for approval
-
Resolution regarding discharge from liability for the board members and the CEO
-
Determination of
-
the number of members of the board of directors; and
-
the number of auditors
-
Determination of fees for
-
the board of directors; and
-
the auditors
-
Election of board members and auditors
-
re-election of
Fredrik Stenmo as board member -
re-election of Peder af Jochnick as board member
-
re-election of Robert af Jochnick as board member
-
re-election of
Arno Bohn as board member -
re-election of Sonali Chandmal as board member
-
re-election of
Michael Flemming as board member -
re-election of Margareta Nordenvall as board member
-
re-election of Fredrik Rågmark as board member
-
election of
Anne Berner as new board member -
election of
Azita Shariati as new board member -
re-election of
Fredrik Stenmo as chairman of the board of directors -
re-election of
BDO Sweden AB as the company's auditor (choice of firm) with the request that Jörgen Lövgren continues as auditor in charge
-
Resolution on instructions to the nomination committee
-
Proposal from the board of directors to resolve on guidelines for remuneration to senior executives
-
Proposal from the board of directors to resolve to adopt a long term performance-based share program
-
Proposal from the board of directors to resolve to authorise the board of directors to issue new shares
-
Proposal from the board of directors to resolve to authorise the board of directors to repurchase own shares
- the number of members of the board of directors; and
- the number of auditors
- the board of directors; and
- the auditors
-
re-election of
Fredrik Stenmo as board member - re-election of Peder af Jochnick as board member
- re-election of Robert af Jochnick as board member
-
re-election of
Arno Bohn as board member - re-election of Sonali Chandmal as board member
-
re-election of
Michael Flemming as board member - re-election of Margareta Nordenvall as board member
- re-election of Fredrik Rågmark as board member
-
election of
Anne Berner as new board member -
election of
Azita Shariati as new board member -
re-election of
Fredrik Stenmo as chairman of the board of directors -
re-election of
BDO Sweden AB as the company's auditor (choice of firm) with the request that Jörgen Lövgren continues as auditor in charge
The notice in its full length is attached to this press release.
The board of directors
For more information please contact:
+46703033272
hanna.bjellquist@medicover.com
https://news.cision.com/medicover/r/notice-of-annual-general-meeting-of-medicover-ab--publ-,c3530215
https://mb.cision.com/Main/15662/3530215/1552249.pdf
(c) 2022 Cision. All rights reserved., source