Notice of Annual General Meeting with proposal for implementation of an incentive program through issue of convertibles

ANNUAL GENERAL MEEETING IN CAPIO AB (publ) The shareholders of Capio AB are hereby invited to attend the Annual General Meeting (AGM) to be held at 4 p.m. CET on Wednesday, 11 May 2016 at Gothenburg concert hall (Stenhammarsalen) at the address Götaplatsen, Gothenburg, Sweden. Registration will commence and coffee will be served from 3 p.m. CET.

A. RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING

Shareholders who wish to participate in the AGM must:

firstly, be registered in the share register maintained by Euroclear Sweden AB no later than Wednesday 4 May 2016, and

secondly, notify the company of their intention to attend the AGM under the address Capio AB, c/o Euroclear Sweden,“Annual 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 4 May 2016.

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 AGM may take a maximum of two representatives with them to the AGM. 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 AGM, 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 AGM, 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 4 May 2016, when such re-registration must have been completed.

B. AGENDA OF THE ANNUAL 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. The Managing Director’s report.
8. Report on the work of the Board of Directors and the Committees of the Board of Directors.
9. Presentation of
a) the annual report and the auditors’ report, as well as the consolidated financial report and auditors’ report on the consolidated financial report for the financial year 2015,
b) statement from the company’s auditor confirming compliance with the remuneration guidelines for the CEO and other senior managers that have applied since the preceding AGM, and
c) the Board’s proposal for appropriation of the company’s profit and the Board’s motivated statement thereon.
10. Resolutions regarding
a) adoption of the income statement and the balance sheet, and of the consolidated income statement and the consolidated balance sheet, all as per 31 December 2015,
b) appropriation of the Company’s profit as set forth in the balance sheet adopted by the Meeting and the record date for dividend distribution, and
c) discharge of the Board of Directors and the Managing Director from personal liability for the financial year 2015.
11. Determination of the number of members and deputy members of the Board.
12. Determination of the fees to be paid to the Board members and auditor.
13. Election of members of the Board.
14. Election of auditor.
15. Proposal regarding appointment of members of the Nomination Committee.
16. Proposal for remuneration guidelines for the CEO and other senior managers.
17. Proposal regarding a directed issue of convertibles and approval of a long-term incentive program (Convertible Program 2016/2021).
18. Closing of the Meeting.