Extraordinary General Meeting 2017

Extraordinary General Meeting in Capio AB (publ)

The shareholders of Capio AB are hereby invited to attend the Extraordinary General Meeting (EGM) with the purpose of new election of Hans Ramel as ordinary member of the Board. The EGM will be held at Lilla Bommen Konferenscenter, Lilla Bommen 4A, 411 04 Gothenburg, Sweden, at 4.00 p.m. CET on Tuesday 22 August 2017. Registration will commence from 3.30 p.m. CET.

A.        RIGHT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING

Shareholders who wish to participate in the EGM must:

firstly, be registered in the share register maintained by Euroclear Sweden AB no later than Wednesday 16 August 2017, and

secondly, notify the company of their intention to attend the EGM under the address Capio AB, c/o Euroclear Sweden, “Extraordinary General Meeting”, P.O. Box 191, SE-101 23 Stockholm, by calling +46 8 402 91 36, weekdays between 9:00 a.m. and 4:00 p.m., or at the website www.capio.com no later than Wednesday 16 August 2017.

In connection with notification, shareholders must state their name, address, telephone number (daytime), personal or corporate identity number and information concerning their shareholding. Shareholders or proxies for shareholders at the EGM may take a maximum of two representatives with them to the EGM. Representatives may be brought to the Meeting only if the shareholder gives notice of their attendance as described above for notification of participation of shareholders. For shareholders who will be represented by proxy at the EGM, the original version of a signed and dated power of attorney must be enclosed with the notification. A form for the power of attorney is available on the company’s website, www.capio.com and will be sent by mail on request to shareholders who state their address. For those representing a legal entity, a verified copy of the registration certificate or corresponding document showing the company’s signatories must also be submitted.

In order to be entitled to participate in the EGM, shareholders whose shareholding is registered in the name of a trustee must re-register their shares in their own name at Euroclear Sweden AB. Shareholders who require such re-registration should notify their trustee well in advance of Wednesday 16 August 2017, when such re-registration must have been completed.

B.        AGENDA OF THE EXTRAORDINARY GENERAL MEETING

Proposal for agenda

  1. Opening of the Meeting.
  2. Election of Chairman of the Meeting.
  3. Preparation and approval of the list of shareholders entitled to vote at the Meeting.
  4. Approval of the agenda.
  5. Election of one or two persons to approve the minutes of the Meeting.
  6. Determination of whether the Meeting has been duly convened.
  7. Determination of the number of members and deputy members of the Board.
  8. Election of members of the Board; new election of Hans Ramel.
  9. Determination of the fees of the Board.
  10. Closing of the Meeting.


The Nomination Committee’s proposals

Proposals regarding election of Chairman of the Meeting and election of Board members (Items 2 and 7-9)

The Nomination Committee, consisting of Per Colleen (Fjärde AP-fonden), Chairman, Joakim Rubin (Zeres Capital), Per Hesselmark (R12 Kapital), Bo Lundgren (Swedbank Robur fonder), Hans Ek (SEB Fonder) and Michael Wolf (Chairman of the Board), proposes the following:

-        The Chairman of the Board, Michael Wolf, shall be elected Chairman of the Meeting.

-        The number of Board Members shall be eight, without deputies.

-        New election of Hans Ramel as ordinary member of the Board to replace Fredrik Näslund, who has declared that he is no longer at the disposal for the Board due to Nordic Capital VI Limited having divested its holding of shares in Capio. It is noted that the Board thereby consists of Michael Wolf (chairman), Gunnar Németh, Birgitta Stymne Göransson, Pascale Richetta, Michael Flemming, Gunilla Rudebjer, Joakim Rubin and Hans Ramel.

-        The annual fees of the Board, and its committees, as resolved at the Annual General Meeting on 3 May 2017 shall continue to apply and shall as between Hans Ramel and Fredrik Näslund, as applicable, be divided pro rata between themselves in relation to their respective duty periods during the time from the Annual General Meeting 2017 until the end of the next Annual General Meeting.

Hans Ramel (born 1964), MBA, is one of the founders and partner of R12 Kapital AB. Before then, Hans has worked at Oriflame Cosmetics and Coopers & Lybrand Consulting. Hans is a member of the Board of, among others, Aditro Group AB, NCAB Holding AB, OSM Holding AB, Stichting af Jochnick Foundation and Twilfit AB.

C.        NUMBER OF SHARES AND VOTES IN THE COMPANY

The total number of shares and voting rights in the company is 141,159,661.

D.        INFORMATION AT THE EXTRAORDINARY GENERAL MEETING

At the EGM, the Board and the Managing Director shall, if requested by a shareholder and the Board considers that it can be done without material damage to the company, provide information regarding issues that may (i) affect the assessment of an item on the agenda, (ii) affect the assessment of the company’s or a subsidiary’s financial situation or (iii) concern the company’s relation to another group company. A shareholder may send questions in advance by mail to Capio AB, ”EGM”, P.O. Box 1064, SE-405 22 Gothenburg, Sweden, or by email to agm@capio.com.