The shareholders of Hansa Medical AB (publ) are mobilized to attend the Phenomenal General Fulfilling on 21 November 2016, at 10:30 am CET at Hansa Medical’s offices on Scheelevägen 22, Lund, Sweden.
The investors of Hansa Medical abdominal (publ) are thus summoned to participate in the Extraordinary General Meeting (” EGM”) on 21 November 2016, at 10:30 am CET at Hansa Medical’s offices on Scheelevägen 22, Lund, Sweden. Enrollment begins at 10:00 am CET as well as will be possible until the conference starts.
Right to participate
Those that have been taped as shareholders in the share register maintained by Euroclear Sweden Abdominal Muscle according to 15 November 2016, and also who, no behind on 15 November 2016 at 12.00 pm CET, have actually given notice to the business of their intent to get involved at the EGM, shall can take part at the EGM.
Notification to take part shall be made in writing to the address Hansa Medical abdominal muscle (publ), Box 785, SE-220 07 Lund, Sweden or by e-mail to [email protected] The notification will consist of the investor’s name, personal identity number or registration number as well as daytime telephone number and also, where suitable, the variety of experts (optimum two). After giving notice of involvement the shareholder will get a confirmation. If no confirmation is received, notification has not been duly provided.
An investor whose shares are nominee-registered should briefly sign up his/her shares in his/her very own name in the share register maintained by Euroclear Sweden AB in order to be entitled to take part in the EGM. Such registration should be impacted no behind on 15 November 2016 as well as ought to be requested with the candidate well beforehand.
If an investor wants to be stood for by proxy, a power of attorney will be issued to the proxy. The power of attorney will be made in composing, dated and properly signed by the shareholder. If the shareholder is a legal entity, a duplicate of the registration certification or, if no such document exists, comparable documentation shall be included with the alert.
The documents will license the right for the individual that has actually signed the power of attorney to select a proxy for the legal entity. To help with registration at the EGM, the power of attorney will be provided in initial along with the enrollment certificate and other records of authority will be offered to the firm before 12.00 pm CET on 15 November 2016.
If the power of attorney as well as the other consent documents have not been submitted in advance, the power of attorney in original kind and various other permission files need to exist at the EGM. Power of attorney types are available at the business as well as on the business’s internet site, www.hansamedical.com, and also will certainly be sent out upon request to any investor who mentions their postal address.
Proposition of agenda
0) Opening of the conference
1) Political election of chairman of the conference
2) Prep work as well as authorization of the voting register
3) Authorization of the agenda
4) Political election of one or two individuals to testify the minutes
5) Decision regarding whether the meeting has actually been properly assembled
6) The board of directors’ proposal for a resolution on a guided issue of normal shares
7) The board of directors’ proposition to embrace a long-term motivation programme (efficiency share program) for employees of Hansa Medical
8) Closing of the conference
The board of supervisors’ proposal for a resolution on a guided issue of ordinary shares (item 6).
The board of supervisors proposes that the basic conference resolves to accomplish a routed concern of not more than 2,642,857 new common shares, entailing a boost in the share capital of not more than SEK 2,642,857. The right to subscribe for the brand-new normal shares in the guided concern shall, with variance from the investors’ pre-emption rights, be provided particular chosen tactical and institutional financiers. The factor for the inconsistency from the investors’ pre-emption civil liberties is that the company shall, in a timely way, have the ability to protect the capital need for the company’s operations, along with to expand the ownership framework of the company with tactical and institutional capitalists.
The membership price per normal share will be SEK 70. The basis for the subscription rate has actually been determined through a supposed personal positioning procedure. Registration for the newly issued regular shares shall happen no behind on 24 November 2016. Membership shall be made on a different membership list. Settlement for the normal shares subscribed will be made no later than on 24 November 2016. The brand-new average shares shall qualify to returns from as well as including the first document day for returns complying with the registration of the issue. The board will be entitled to expand the subscription duration. The board shall be entitled to delay the date of repayment. The board of directors, or anybody assigned by the board of directors, shall deserve to make any changes or amendments of the above resolutions which may be called for about the enrollment of such resolutions and also to take any other step regarded required for the implementation of the resolutions.
The board of directors’ proposal to take on a long-term reward program (efficiency share program) for employees of Hansa Medical (item 7).
The board of supervisors suggests that the basic conference deals with to take on a long-term motivation program in the form of an efficiency based share programme for staff members of the Hansa Medical team in accordance with item 7( i) below. Better, the resolution according to thing 7( i) will be conditional upon that the general conference solves to embrace the hedging setups about the motivation program, either in accordance with the board of directors’ proposal under product 7( ii) listed below, or in accordance with the board of directors’ proposal under product 7( iii) listed below.
- Adoption of a reward program (thing 7( i)).
- Recap of the programme.
The board of directors recommends that the basic conference resolves to adopt a lasting motivation program (” LTIP 2016″). LTIP 2016 is suggested to consist of all employees of the team, wherein not greater than 30 people within the Hansa Medical group might participate. The individuals will be given the possibility to get regular shares, cost free, based on LTIP 2016, so called “Performance Shares” according to the terms laid out listed below.
The company will certainly under LTIP 2016 grant participants the right to Performance Shares, meaning the right to obtain one Performance Share free of charge (” Legal rights”), offered that particular conditions are fulfilled.
A Right may be worked out supplied that the individual, with specific exemptions, from the date of the begin of LTIP 2016 for every participant, up till as well as including the day three years after that (the “Vesting Duration”), keeps its employment within the Hansa Medical team. The current possible beginning date for engagement in LTIP 2016 will be the date before Hansa Medical’s annual general meeting 2017.
In addition to the need for the individual’s conserved employment in accordance with the above, a particular shareholder return problem, based upon the so-called overall shareholder return of the Hansa Medical share is stated. A participant’s Rights entitle to Performance Shares if the overall shareholder return (the go back to shareholders via a boosted share rate and reinvestments of any returns throughout the Vesting Duration) on the company’s regular shares surpasses the below percentage rates throughout the Vesting Duration.
The performance problem is evaluated a “minimum degree” as well as “maximum degree”, where the variety of Civil liberties which may lead to the providing of Efficiency Shares is boosted lineally between the minimal degree and also maximum level. Nevertheless, in order for the Civil liberties to entitle to the giving of Efficiency Shares, the minimum level needs to be reached or gone beyond. If the defined minimum level of the efficiency problem is attained, 25 per cent of each participant’s Civil liberties will qualify to Efficiency Shares. If the optimum degree is reached, 100 per cent of each participant’s Civil liberties will entitle to Efficiency Shares.
Throughout the Vesting Duration, the minimal degree, for each and every participant, shall be a 25 percent shareholder return problem as well as the maximum level shall be a 100 percent shareholder return problem.
The Civil liberties.
The Civil liberties shall, in addition to what is laid out over, be controlled by the adhering to terms:.
- Civil liberties are granted for free no later than the day prior to the annual basic conference 2017.
- Rights vest throughout the Vesting Duration.
- Civil liberties may not be transferred or vowed.
Each Right entitles the participant to obtain one Efficiency Share absolutely free after completion of the Vesting Period (with certain exemptions where the Vesting Duration may be accelerated) if the participant, with certain exemptions, have maintained its employment within the Hansa Medical group by the end of the Vesting Duration.
In order to align the participants’ and also the shareholders’ interests, the firm will compensate the participants for any type of dividends paid by enhancing the variety of Performance Shares that each Right qualifies to at the end of the Vesting Period.
Prep work and administration.
The board of directors, or a board established by the board of supervisors for these functions, shall be responsible for preparing the in-depth terms and conditions of LTIP 2016 based on the above terms and conditions, consisting of provisions on recalculation in the event of a perk concern, split, rights problem and also/ or other similar events throughout the Vesting Period.
In link therewith, the board of directors shall be entitled to make adjustments to meet international laws or market problems. The board of supervisors may additionally make various other adjustments if substantial changes in the Hansa Medical team or its setting would cause a scenario where the adopted conditions of LTIP 2016 no longer offer their purpose.
The individuals are separated right into different categories and also according to the above, LTIP 2016 will certainly consist of the following Rights to be alloted to individuals of the various classifications:.
- the CEO: may be assigned a maximum of 55,000 Civil liberties, entitling the owner to slice of not more than one (1) Performance Share for each Right;.
- management (as much as 7 individuals): the participants within this group may, in total, be alloted an optimum of 160,000 Legal rights. Nevertheless, each individual may, as an optimum, be designated 40,000 Legal rights per person, qualifying the owner to quantity of not greater than one (1) Efficiency Share for each Right; and.
- various other staff members (up to 22 individuals): the participants within this group may, in overall, be allocated an optimum of 90,000 Legal rights. Nevertheless, each individual might, as a maximum, be assigned 10,000 Legal rights per person, qualifying the owner to quantity of not more than one (1) Efficiency Share for each Right.
Quantity of Performance Shares under LTIP 2016 as well as hedging plans.
The board of supervisors has actually considered different approaches for transfer of ordinary shares under LTIP 2016, in order to apply the programme in an economical as well as adaptable fashion.
The board of supervisors has actually discovered one of the most cost-efficient choice to be, and also therefore proposes that the basic meeting as a major choice, fixes (a) to authorize the board of directors to solve on a routed concern of not more than 401,000 Course C shares to the participating financial institution, of which not greater than 96,000 Course C shares might be provided to safeguard social fees occurring as a result of LTIP 2016, as well as (b) to authorise the board of supervisors to deal with on the repurchase of all released Course C shares, according to thing 7( ii) below.
Adhering to conversion to average shares, the shares are planned to both be transferred to LTIP 2016 individuals, as well as moved on the market in order to cover the cash flow results connected with LTIP 2016, primarily social fees. For this objective the board of directors suggests that the general conference solves (c) to move not greater than 305,000 normal shares absolutely free to LTIP 2016 participants based on LTIP 2016 and that not more than 96,000 normal shares might be transferred to secure social costs occurring as a result of LTIP 2016.
Need to the bulk need under thing 7( ii) listed below not be fulfilled, the board of directors suggests that Hansa Medical will have the ability to participate in an equity swap contract with a third party according to product 7( iii) listed below.
Range and also expenses of LTIP 2016.
LTIP 2016 will be represented based on IFRS 2 which requires that the Legal rights shall be recorded as employees expenses during the Vesting Period. The expenses for LTIP 2016 are estimated to amount to roughly SEK 7.9 million, excluding social costs, computed based on IFRS 2 based on the adhering to presumptions: (i) that 305,000 Legal rights are allotted; (ii) that the share rate, at the beginning of LTIP 2016, is SEK 75 per regular share; (iii) that the efficiency problem is completely fulfilled; and also (iv) an estimated annual turn over of workers of 5 per cent. Based upon the exact same presumption as above, as well as a social security tax rate of 31.42 per cent, the costs for social fees are expected to total up to roughly SEK 12.3 million. Entirely, the IFRS 2 expenses as well as the social security prices are expected to amount to SEK 6.7 million every year.
If the efficiency condition is partly fulfilled based upon a complete investor return of 50 per cent, and the assumptions over in all various other aspects stand, the expenses for social costs for LTIP 2016 are expected to total up to roughly SEK 7.9 million in accordance with IFRS 2. Based upon the very same assumptions as above, and a social security tax rate of 31.42 percent, the expenses for social fees are anticipated to total up to approximately SEK 4.6 million. Completely, the IFRS 2 costs as well as the social security expenses are anticipated to amount to SEK 4.2 million every year.
Impacts on essential proportions and also dilution.
Upon maximum allocation of Performance Shares and also offered that the hedging setups in accordance with product 7( ii) listed below are taken on by the general conference, 305,000 common shares will certainly be set aside to individuals under LTIP 2016, and also 96,000 Class C shares will be utilized to safeguard social costs developing as a result of LTIP 2016, which would involve a dilution result of approximately 1.21 per cent of the overall variety of normal shares and also enact the company. The dilution of shares is determined as the total number of brand-new shares upon complete vesting separated by the complete variety of shares after full exercise of all previously issued warrants as well as full vesting of shares which might be released as a result of this proposition. Given that there is only one course of shares in the company, where each share entitles to one ballot, the dilution of ballots has actually been calculated in a corresponding manner.
If the efficiency condition is partly met based upon an overall shareholder return of 50 per cent, as well as the presumptions over in all various other elements stand, the yearly prices of LTIP 2016, consisting of social charges, are anticipated to total up to around SEK 4.2 million, which, on an annual basis, corresponds to around 16.4 percent of Hansa Medical’s complete workers expenses, including social fees, for the financial year 2015.
- The prices are expected to have a minimal effect on Hansa Medical’s essential ratios.
- Hedging setups in regard of the programme.
Consent for the board of supervisors on a routed concern of Class C shares, consent to repurchase Course C shares, transfers of very own normal shares to individuals of the program as well as out there, as well as amendment of the posts of association (item 7( ii)( a)-( d)).
Each resolution under product 7( ii)( a)-( d) are proposed to be conditioned upon the others as well as are consequently recommended to be taken on in combination.
Consent for the board of supervisors to release Course C shares (product 7( ii)( a)).
The board of supervisors proposes that the basic meeting solves to authorize the board of directors, during the period up until the annual general conference 2017, on one or more occasions, to boost the company’s share funding by not more than SEK 401,000 by the issue of not more than 401,000 Course C shares, each with an allocation worth of SEK one (1 ). With inconsistency from the investors’ advantageous rights, the taking part financial institution will be entitled to subscribe for the brand-new Course C shares at a subscription price corresponding to the allocation worth of the shares. The purpose of the authorization as well as the reason for the deviation from the shareholders’ advantageous civil liberties in connection with the problem of shares is to make sure distribution of shares to staff members under the long-lasting reward programme, as well as to protect possible social charges emerging as a result of LTIP 2016.
Authorization for the board of directors to solve to repurchase very own Course C shares (thing 7( ii)( b)).
The board of supervisors recommends that the basic conference settles to license the board of supervisors, throughout the period until the yearly general meeting 2017, on one or more celebrations, to buy Class C shares. The repurchase may just be impacted through a deal guided to all holders of Class C shares and also will make up all outstanding Class C shares. Repurchases shall be impacted at a purchase rate corresponding to the quota worth of the share. Payment for the gotten Class C shares shall be made in money. No value transfers have happened considering that the closing day of the annual report for 2015. Taking into account adjustments in the restricted equity since the closing date of the annual report for 2015, SEK 179,135,539 remains of the disposable quantity pursuant to Chapter 17, Area 3, first paragraph of the Swedish Companies Act. The objective of the suggested repurchase authorization is to ensure delivery of Performance Shares under LTIP 2016 and also to secure possible social fees developing as a result of LTIP 2016.
Resolution to transfer very own normal shares (product 7( ii)( c)).
The board of directors suggests that the general meeting fixes that Course C shares that the company obtains based upon the permission to repurchase Course C shares in accordance with product 7 (ii)( b) above, may, complying with the reclassification right into normal shares, be transferred absolutely free to participants of LTIP 2016 according to the taken on terms and conditions in order to secure feasible social costs occurring as a result of LTIP 2016.
The board of directors for that reason proposes that the basic meeting fixes that not greater than 305,000 average shares might be moved to participants in accordance with the terms and conditions of LTIP 2016, which not greater than 96,000 regular shares will be moved on Nasdaq Stockholm at a rate within the registered cost range at the pertinent time, to cover any social charges in conformity with the conditions of LTIP 2016. The number of shares to be transferred goes through recalculation in case of a benefit problem, split, legal rights concern and also/ or various other comparable events throughout the Vesting Period.
Change of the short articles of organization (item 7( ii)( d)).
To facilitate the issue of Class C shares under LTIP 2016, based on what has actually been stated over, the board of supervisors recommends that the general meeting resolves to amend the short articles of organization. The recommended changes entail, inter alia, that the firm introduces a new class of shares, Course C shares, that includes an amendment of § 5 of the short articles of organization. Basically, the board of directors’ suggests the following:.
- § 5 is suggested to be modified to make sure that 2 courses of shares might be provided, average shares and also Class C shares. The regular shares will bring one ballot each and also the Class C shares will lug one tenth of a vote each. Shares of either course might be provided approximately an amount corresponding to the whole share funding.
- § 5 is recommended to be amended to make sure that Class C shares are not qualified to returns. Upon the company’s liquidation, Class C shares bring equal right to the business’s properties as other shares, however not with an amount exceeding the quota value of the share.
- § 5 is recommended to be changed wherein specific preferential civil liberties are developed.
- § 5 is recommended to be amended to ensure that the company’s board of supervisors shall have the right to fix on a decrease of the share resources via redemption of all Class C shares, wherein shareholders of Class C shares will be needed to retrieve their Class C shares for a quantity represent the allocation worth.
- § 5 is suggested to be changed to ensure that Course C shares held in treasury shall, upon a choice by the board of directors, be exchanged normal shares.
The board of directors proposes that the company’s existing shares will be regular shares.
Equity swap contract with a third party (thing 7( iii)).
Ought to the bulk demand under item 7( ii) over not be fulfilled, the board of directors suggests that the general meeting settles that the anticipated monetary direct exposure of LTIP 2016 shall be hedged to ensure that Hansa Medical can become part of an equity swap agreement with a third party on terms based on market technique, whereby the 3rd party in its own name shall be qualified to obtain and move regular shares of Hansa Medical to the individuals.
The reasoning for the proposal.
The reasoning for LTIP 2016 is to create conditions for encouraging as well as preserving competent workers of the Hansa Medical team along with for the placement of the targets of the employees with those of the investors and also the firm, as well as to enhance the motivation of meeting as well as going beyond the firm’s economic targets. LTIP 2016 has actually been designed to consist of all staff members but also to provide future employees participation in the programme, and the board of directors considers it to be favorable that all workers within the Hansa Medical group are shareholders in the firm.
By supplying Civil liberties which are based upon the development of the share value, the individuals are awarded for raised shareholder value. Further, LTIP 2016 rewards staff members’ commitment as well as thus the long-term value growth of the company. Against this background, the board of supervisors is of the opinion that the fostering of LTIP 2016 will certainly have a favorable result on the Hansa Medical team’s future advancement and hence be helpful for both the business and also its investors.
Preparations of the proposition.
The firm’s board of directors and its pay committee have actually prepared LTIP 2016 in consultation with exterior consultants. LTIP 2016 has been assessed by the board of supervisors at board conferences in October 2016.
Previous incentive programmes in Hansa Medical.
For a summary of the firm’s other long-lasting motivation programs, please see the business’s annual report for 2015, page 60, and also the firm’s website, www.hansamedical.com. Along with the program there being defined, no other long-term reward programs of Hansa Medical exist.
The general conference’s resolution on the execution of LTIP 2016 according to product 7( i) above is conditional upon that the general conference either resolves based on the board of supervisors’ proposition under thing 7( ii) over or in accordance with the board of supervisors’ proposal under thing 7( iii) above.
The basic meeting’s resolution under thing 6 over requires that investors representing not less than 2 thirds of both the ballots cast and of the shares stood for at the meeting approve the resolution. The basic meeting’s resolution under item 7( i) over requires a simple majority among the votes cast. A valid resolution under item 7( ii) over requires that investors representing not less than 9 tenths of both the votes cast and also of the shares represented at the conference approve the resolution. A valid resolution under thing 7( iii) over calls for a simple bulk among the ballots cast.
When this notice to participate in the EGM was provided, the total variety of shares as well as votes in the firm was 32,412,003. The business does not have any kind of treasury shares. The board of directors’ full proposition will be offered at the company and on the firm’s website www.hansamedical.com, a minimum of 3 weeks prior to the EGM. Copies of the records will certainly be sent out upon demand to any shareholder specifying his/her postal address. The shareholders are advised of their right to call for information based on Phase 7, Area 32 of the Swedish Companies Act.
This is a non-official translation of the Swedish original wording. In case of distinctions in between the English translation as well as the Swedish original, the Swedish message shall prevail.
- Lund, October 2016.
- Hansa Medical AB (publ).
- The Board of Supervisors.