The shareholders of
Right to participate in the annual general meeting
There are two ways for shareholders to participate in the annual general meeting: (i) participating at the venue, or (ii) participating through advance voting. In either case, if the shares are registered in the name of a nominee, they must be temporarily re-registered in the name of the shareholder (as further described below).
Participation at the venue of the meeting
Shareholders who wish to participate at the venue of the meeting in person or by proxy must
- be registered in the share register maintained by
Euroclear Sweden AB on Thursday18 April 2024 , and must also -
notify the company of their intention to attend the meeting, no later than Monday
22 April 2024 .
The notification must be made in writing by e-mail to GeneralMeetingService@euroclear.com or by post to
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person a copy of the certificate of registration, or equivalent authorisation documents listing the authorised signatories, should be attached. The power of attorney and the certificate of registration may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years. The power of attorney and the certificate of registration, or equivalent authorisation documents listing the authorised signatories, should be sent to the company at the address mentioned above well in advance of the general meeting. A proxy form is available at the company webpage https://www.medicover.com, and will also be sent to shareholders who so request and state their postal address.
Participation by advance voting
Shareholders who wish to participate in the annual general meeting by postal voting must
- be recorded in the share register maintained by
Euroclear Sweden AB on Thursday18 April 2024 , and must also -
have registered by casting their advance vote in accordance with the instructions below, so that the advance voting form is received by
Euroclear Sweden AB no later than on Monday22 April 2024 .
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
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Further instructions and conditions are included in the form for advance voting.
Shareholders who wish to participate at the venue of the meeting in person or by proxy must give notice to the company in accordance with the instructions under "Participation at the venue of the meeting" above. This means that a notice of participation by advance voting only is not enough for a shareholder who wants to participate at the venue of the meeting.
If a shareholder has voted in advance and then participate at the venue of the meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the annual general meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the annual general meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda.
For questions regarding the annual general meeting or to have the advance voting form sent by post, please contact
Nominee-registered shares
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-registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. The share register on Thursday
Number of shares and votes
As per the date of this notice there are a total of 153,535,195 shares with 84,351,480.4 votes, whereof 76,664,401 are ordinary shares of class A that entitle to one (1) vote per share, 72,987,972 are ordinary shares of class B that entitle to one tenth (1/10) of a vote per share and 3,882,822 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 3,882,822 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
- Opening of the annual general meeting
- Election of a chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons who shall attest the minutes
- Determination of whether the meeting was duly convened
- Presentation by the CEO
- 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
Anne Berner 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
-
re-election of
Azita Shariati as 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 Karin Siwertz be appointed as auditor in charge
-
re-election of
- 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
- Closing of the annual general meeting
The notice in its full length is attached to this press release.
The board of directors
For further information, please contact:
Phone: +46-70-303-3272
hanna.bjellquist@medicover.com
https://news.cision.com/medicover/r/notice-of-annual-general-meeting-of-medicover-ab--publ-,c3950934
https://mb.cision.com/Main/15662/3950934/2690694.pdf
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