At the request of Ramsay Générale de Santé S.A. (“Ramsay GdS”), which after completion of its public cash offer to the shareholders of Capio AB (publ) (“Capio”) holds approximately 98.5 percent of the total number of shares and votes in Capio, the shareholders of Capio are given notice of the Extraordinary General Meeting (EGM) to be held at Mannheimer Swartling Advokatbyrå, Östra Hamngatan 16, 403 14 Gothenburg, Sweden, at 9:00 a.m. CET on Tuesday, 4 December 2018. Registration will commence from 8:30 a.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 on Wednesday 28 November 2018, and
secondly, notify the company of their intention to attend the EGM under the address Capio AB, "EGM 2018", P.O. Box 1064, SE-405 22 Gothenburg, Sweden, by calling +46 31 732 40 83, weekdays between 9:00 a.m. and 4:00 p.m., or by email to firstname.lastname@example.org no later than Wednesday 28 November 2018.
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 bring a maximum of two assistants with them to the EGM. Assistants may accompany the shareholder to the EGM only if the shareholder gives notice of their attendance in conjunction with its own notification of participation in accordance with the above. For shareholders who will be represented by proxy at the EGM, 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 nominee must re-register their shares in their own name at Euroclear Sweden AB. Shareholders who require such re-registration should notify their nominee well in advance of Wednesday 28 November 2018, when such re-registration must have been completed.
B. AGENDA OF THE MEETING
Proposal for agenda
- Opening of the meeting.
- Election of Chairman of the meeting.
- Preparation and approval of the list of shareholders entitled to vote at the meeting.
- Approval of the agenda.
- Election of one or two persons to approve the minutes of the meeting.
- Determination of whether the meeting has been duly convened.
- Determination of the number of members of the Board.
- Determination of the fees to be paid to the Board members.
- Election of members of the Board.
- Resolution to abolish the principles regarding the appointment of members of the Nomination Committee.
- Closing of the Meeting.
Proposals for the composition of the Board, Board fees and the abolishment of the principles regarding the appointment of members of the Nomination Committee (items 7–10)
Ramsay GdS has declared that it will inform the Board of its proposals in advance of the EGM. Capio will publicly announce Ramsay GdS' proposals when these have been received.
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 and (ii) concern the company's relation to another group company. A shareholder may send questions in advance by mail to Capio AB, "EGM 2018", P.O. Box 1064, SE-405 22 Gothenburg, Sweden, or by email to email@example.com.
E. PROCESSING OF PERSONAL DATA
For information about the processing of your personal data, see the section for the extraordinary general meeting 2018 on the company website www.capio.com.
Gothenburg in November 2018
CAPIO AB (publ)
Board of Directors