Notice convening the Extraordinary General Meeting of Handicare Group AB on December 7, 2020
Handicare Group AB (publ) (”Handicare”) gives notice of the Extraordinary General Meeting to be held on Monday, December 7, 2020.
In order to reduce the spread of infection and to comply with regulations and general guidelines issued by the authorities, the Extraordinary General Meeting will, in accordance with temporary legislation, be held only by advance voting (postal voting). Shareholders will not be able to physically attend the Meeting in person or by proxy. Instead, Handicare welcomes shareholders to exercise their voting rights at the Meeting by advance voting in the manner described below. Information on the resolutions passed at the Meeting will be disclosed on December 7, 2020, as soon as the outcome of the advance voting has been finally confirmed.
Right to participate
Shareholders who wish to participate at the Extraordinary General Meeting by advance voting must:
· be recorded in the shareholders’ register maintained by Euroclear Sweden AB as of Friday, 27 November 2020, and
· give notice of their intention to participate no later than Friday, December 4, 2020 by submitting their advance votes in accordance with the instructions under Advance voting below, so that the advance vote is received by the company no later than that day.
For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate at the Meeting. In addition to giving notice of participation by submitting its advance vote, such shareholder must re-register its shares in its own name so that the shareholder is registered in the shareholders’ register maintained by Euroclear Sweden AB as of the record date Friday, November 27, 2020. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must request that the nominee make such registration. Voting rights registration that has been requested by the shareholder in such time that the registration has been completed by the nominee no later than Tuesday, December 1, 2020 will be taken into account in the preparation of the shareholders’ register.
Shareholders may exercise their voting rights at the Meeting only by voting in advance, so called postal voting in accordance with Section 22 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. A special form for advance voting must be used. The form is available on Handicare’s website, www.handicaregroup.com.
Submission of the form in accordance with the instructions set out below is considered as notice of participation at the Meeting.
The completed form must be received by Handicare Group AB no later than Friday, December 4, 2020.
The completed form shall be sent to Handicare Group AB (publ), ”Bolagsstämma”, Ingmar Bergmans gata 4, 114 34 Stockholm. A compIeted form may also be sent by e-mail to IR@handicare.com.
Shareholders may not provide special instructions or conditions to the advance vote. If so, the entire advance vote is invalid. Further instructions and conditions can be found in the advance voting form.
If a shareholder votes in advance through a proxy, a power of attorney shall be enclosed with the form. If the shareholder is a legal entity, a registration certificate or a corresponding document for the legal entity shall be enclosed with the form. Proxy forms are available upon request and on the company’s website, www.handicaregroup.com.
Right to request information
The Board of Directors and the CEO of Handicare shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda. Requests for such information shall be made in writing to Handicare Group AB (publ), Ingmar Bergmans gata 4, 114 34 Stockholm, Sweden, or by e-mail to IR@handicare.com, no later than Friday, November 27, 2020. The information will be disclosed by being held available at Handicare Group AB (publ), Ingmar Bergmans gata 4, Stockholm, Sweden, and on the company’s website, www.handicaregroup.com, no later than Wednesday, December 2, 2020. The information will also be distributed to the shareholder that has requested the information and that has stated its address.
1. Election of Chairman of the Meeting
2. Election of a person to check the minutes
3. Preparation and approval of the voting list
4. Determination of whether the Meeting has been duly convened
5. Approval of the agenda
6. Resolution on appropriations of the company’s earnings and record date for dividend
Proposal for resolution under Item 1
The Board of Directors proposes Johan Thiman as Chairman of the Meeting, or in the event he is prevented from participating, the person appointed by the Board of Directors.
Proposal for resolution under Item 2
The Board of Directors proposes Lennart Pettersson (representing Cidron Liberty System S.à r.l), or if he is prevented from participating, the person(s) appointed by the Board of Directors, to check the minutes together with the Chairman. The assignment to check the minutes also includes verifying the voting list and that the received advance votes are correctly reflected in the minutes of the Meeting.
Proposal for resolution under Item 3
The voting list proposed to be approved is the voting list prepared by the company, based on the general meeting shareholders’ register and received advance votes, and verified by the persons assigned to check the minutes.
Proposal for resolution under Item 6
The Board of Directors proposes a dividend for the financial year 2019 of EUR 0.07 per share, in total EUR 4,125,730. As record date for the dividend, the Board of Directors proposes Wednesday, December 9, 2020. If the Meeting resolves in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Wednesday, December 16, 2020. Payment is made in EUR, provided that EUR can be received on the shareholder’s yield account; if not, payment will be distributed in SEK, whereby currency exchange is made in accordance with Euroclear Sweden AB’s applicable procedures. If the Meeting resolves in accordance with the proposal regarding the appropriations of the company’s earnings, MEUR 272.2 will remain of the unrestricted equity, which is available for distribution under Chapter 17, Section 3 of the Swedish Companies Act.
The Board of Directors’ complete dividend proposal is set out above. The annual and sustainability report for the financial year 2019, including the auditor’s report, the Board of Directors’ reasoned statement pursuant to Chapter 18, Section 4 of the Swedish Companies Act, as well as the Board of Director’s report and the auditor’s statement pursuant to Chapter 18, Section 6 of the Swedish Companies Act, will be available at the company and on the company’s website, www.handicaregroup.com, no later than Monday, November 16, 2020. The documents are presented by being held available at the company and on the company’s website. They will also be distributed free of charge to shareholders upon request and notification of postal address. The general meeting shareholders’ register will be available at the company’s headquarters, Ingmar Bergmans gata 4, Stockholm, Sweden
Shares and votes
The total number of shares in the company amounts to 58,939,000 shares, representing 58,939,000 votes. The information pertains to the circumstances as per the time of issuing this notice.
Processing of personal data
For information on how your personal data is processed, please see
Handicare Group AB (publ) has reg.no. 556982-7115 and its registered office in Stockholm, Sweden.
Stockholm, November 2020
Handicare Group AB (publ)
The Board of Directors
For further information, please contact:
Pernilla Lindén, CFO, +46 708 775 832
Handicare offers solutions to increase the independence of disabled or elderly people, and to facilitate for their care providers and family. The offering encompasses a comprehensive range of curved and straight stairlifts, transfer, lifting and repositioning aids and vehicle adaptations. Handicare is a global company with sales in some 40 countries and is one of the market leaders in this field. The head office is in Stockholm, Sweden and manufacturing and assembly is located at four sites distributed across North America, Asia and Europe. In the twelve-month period to September 2020, revenue amounted to MEUR 208 and the adjusted EBITA margin was 6.3%. Employees amounted to approximately 900 and the share is listed on Nasdaq Stockholm. For more information, www.handicaregroup.com.