Notice to attend the extraordinary general meeting of Elos Medtech AB (publ)
The shareholders of Elos Medtech AB (publ), reg. no. 556021-9650, headquartered in Gothenburg ("Elos Medtech" or the "Company"), are hereby invited to the extraordinary general meeting (the "EGM") on Monday, 13 November 2023. The EGM will be held at 13:00 at Torsgatan 5B, 411 04 Gothenburg, Sweden. The meeting venue will open at 12:00 for registration. Registration of participants at the meeting ends when the meeting is called to order.
Right to participation
Shareholders who wish to participate in the proceedings of the EGM must:- be registered as shareholders in the register of shareholders produced by Euroclear Sweden AB as of Friday, 3 November 2023; and
- notify the Company in accordance with the instructions under the heading "Participation at the general meeting" not later than Tuesday, 7 November 2023.
To be entitled to participate in the EGM, a shareholder whose shares are held in the name of a nominee must, in addition to notifying the Company of their participation in the EGM, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Friday, 3 November 2023. Such 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. Voting rights registration completed by the nominee no later than Tuesday, 7 November 2023 is taken into account when preparing the register of shareholders.
Participation at the general meeting
Shareholders who wish to participate at the EGM must notify the Company of this not later than on Tuesday, 7 November 2023. The notification can be submitted in writing to the following address: Elos Medtech AB (publ), Extraordinary General Meeting 2023, c/o White & Case Advokat AB, Box 5573, 114 85 Stockholm. The notification may also be submitted electronically and must then be sent to alexander.lausev.mardell@whitecase.com.The notification must include the shareholder's name, address and personal identity number or corporate registration number, telephone number, and the number of any assistants (a maximum of two) accompanying the shareholder. After registered notification, the notifier will receive a confirmation. If no confirmation is received the notification has not been made correctly.
Shareholders who participate via a proxy must issue a written and dated power of attorney for the proxy. The representative of a legal entity must present a copy of the registration certificate or equivalent authorization documents that show the authorized signatory. The shareholder should send the authorization documents (power of attorney and/or registration certificate) to Elos Medtech at the postal address above or electronically to alexander.lausev.mardell@whitecase.comin due time before the EGM. Proxy forms can be downloaded from Elos Medtech's website: www.elosmedtech.com. (http://www.elosmedtech.com/)
Proposed agenda
1. Opening of the meeting
2. Election of Chairman of the meeting
3. Election of at least one person to verify the minutes
4. Preparation and approval of the voting list
5. Approval of the agenda
6. Determination of whether the EGM has been duly convened
7. Resolution on appointment of a special examiner
8. Closing of the meeting
Proposals for decision
Item 2 - Election of Chairman of the meeting
The board of directors proposes that Johan Thiman is elected Chairman of the EGM, or in his absence, the person appointed by the board of directors.
Item 7 - Resolution on appointment of a special examiner
Proposal from the shareholders Thomas Öster, Venova AB, Lars Öster, Inger Öster, Lennart Nyberg and Anna Nyberg, Kent Molin, Fountainhead Real Estate AG and Jonas Fridh (the "Minority Shareholders") regarding the appointment of a special examiner. The Minority Shareholders propose that the extraordinary general meeting resolves to appoint a special examiner in the Company for the period from 3 May 2023 until the time when the application to appoint a special examiner has been received by the Swedish Companies Registration Office. The examination theme shall be to investigate whether the board of directors and the management have acted in accordance with law and the articles of association in connection with the Company's acquisition of Klingel Holding GmbH and the subsequent rights issue in the Company, including if minority shareholders in the Company have been unlawfully disadvantaged in favor of the majority shareholder in connection therewith.
Other information
Number of shares and votes
At the time of issue of this notice, the total number of shares in the Company amounts to 8,068,000, whereof 1,099,740 class A shares, entitled to one (1) vote per share, and 6,968,260 class B shares, entitled to one tenth (1/10) of votes per share at the EGM. The total number of votes in the Company amounts to 1,796,566. Elos Medtech does not hold any own shares.
EGM documentation
Documents that shall be made available prior to the EGM pursuant to the Swedish Companies Act will be available at the Company and on the Company's website www.elosmedtech.com at least three (3) weeks before the EGM. The documentation is sent upon request to shareholders who provide their postal address.
Information at the EGM
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information about circumstances that may affect the assessment of an item on the agenda.
Gothenburg, October 2023
Elos Medtech AB (publ)
The Board of Directors