Annual General Meeting

The Annual General Meeting of GHP Specialty Care AB was held on Thursday, April 29, 2021. Due to the continued spread of the coronavirus and the authorities' regulations and advice on avoiding gatherings, the Annual General Meeting was held without the physical presence of shareholders, where shareholders exercised their voting rights through postal voting.

At the Annual General Meeting the following, amongst other things, was decided:

• A dividend of SEK 0.50 per share will be paid for the financial year 2020. The record day is Monday 3 May 2021 and the dividend will be paid on Thursday 6 May 2021.
• Decisions were made for discharge to the Board and the CEO for the 2020 fiscal year.
• Re-election of the members of the Board Carsten Browall, Bo Wahlström, Mikael Olsson, Johan Wachtmeister, Elisabeth Hansson and Dag Andersson, and election of the new member of the Board, Ingemar Gladh, in accordance with the proposal of the nomination committee. Carsten Browall was elected as Chairman of the Board. A fee of SEK 600,000 was approved for the Chairman of the Board and SEK 250,000 for each of the other six members of the Board, that is a total of SEK 2,100,000, excluding committee work. In addition, it was decided that the Chairman of the Investment Committee and the Chairman of the Audit Committee receives SEK 50,000 each.
• Re-election of Ernst & Young AB as auditor, in accordance with the Nomination Committee's proposal and the Audit Committee's recommendation.
• The Board of Directors was authorized to decide for the time until the next Annual General Meeting, on one or more occasions and with or without deviation from the shareholders' preferential right, to issue new shares corresponding to a maximum of 20 percent of the total number of registered shares in the company at the time of the Annual General Meeting 2021. A new share issue with deviation from the shareholders' preferential rights may be utilized for financing acquisitions of companies or part of companies, for raising capital and to adapt the company's capital structure.
• The Board was authorized, for the time up until the next Annual General Meeting, to decide on the acquisition of a maximum of so many own shares that the Company's holding at any given time not exceed 9.0 percent of all shares in the company.
• It was decided to introduce the incentive program 2021/2024 by issuing 400,000 warrants to Global Health Partner Swe AB and approving the transfer of warrants to senior executives within the group at estimated market value. Each warrant entitles to subscribe for one share in the company during the period from May 10, 2024 to June 30, 2024. The subscription price for new shares and the market value of the warrants according to the Black & Scholes model is based on a subscription price upon exercise of the warrants of 130 percent of the volume-weighted average pay price for the company's share on Nasdaq Stockholm during the period from April 30, 2021 to May 15, 2021.
• It was decided to approve the renumeration report, in accordance with the Board’s proposal.
• The proposal for a resolution on nomination committee work for the 2022 Annual General Meeting was approved.

Documents Annual General Meeting 2021

The Annual General Meeting of GHP Specialty Care AB (publ) took place on Thursday 23 April 2020 at 3.30 p.m. on Centralhuset Conference premises at Östra Hamngatan 24, 405 04 Gothenburg.

• Decisions were made that no dividend will be paid for the 2019 financial year.
  
  
• Decisions were made for discharge to the Board and the CEO for the 2019 fiscal year.
  
  
• Re-election of the members of the Board Carsten Browall, Bo Wahlström, Mikael Olsson, Johan Wachtmeister, Elisabeth Hansson and Dag Andersson in accordance with the proposal of the nomination committee. Carsten Browall was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 for each of the other five members of the Board, that is a total of SEK 1,400,000. The amounts include committee work.
  
  
• Re-election of Ernst & Young AB as auditor, in accordance with the Nomination Committee's proposal and the Audit Committee's recommendation.
  
  
• It was decided to change § 8, third paragraph, of the Articles of Association, to take into account future legislation that voting registration before the Annual General Meeting must take place no later than four banking days before the Annual General Meeting, unlike five working days, which are today's requirements. It was further decided to change § 1 of the Articles of Association to remove (publ) from the company's name.
  
  
• The Board of Directors was authorized to decide for the time until the next Annual General Meeting, on one or more occasions and with or without deviation from the shareholders' preferential right, to issue new shares corresponding to a maximum of 20 percent of the total number of registered shares in the company at the time of the Annual General Meeting 2020. A new share issue with deviation from the shareholders' preferential rights may be utilized for financing acquisitions of companies or part of companies, for raising capital and to adapt the company's capital structure.
  
  
• It was decided to introduce the incentive program 2020/2023 by issuing 350,000 warrants to Global Health Partner Swe AB and approving the transfer of warrants to senior executives within the group at estimated market value. Each warrant entitles to subscribe for one share in the company during the period from May 8, 2023 to June 5, 2023. The subscription price for new shares and the market value of the warrants according to the Black & Scholes model is based on a subscription price upon exercise of the warrants of 130 percent of the volume-weighted average pay price for the company's share on Nasdaq Stockholm during the period from April 24, 2020 to May 8, 2020.
  
  
• The transfer of shares in certain subsidiaries of key personnel in each subsidiary was approved in accordance with the Board’s proposal. The subsidiaries covered are GHP Spine Center Göteborg AB and GHP Ortho Center Storängsbotten AB.
  
  
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
  
  
• The proposal for a resolution on nomination committee work for the 2021 Annual General Meeting was approved.

Documents Annual General Meeting 2020

The Annual General Meeting of GHP Specialty Care AB (publ) took place on Wednesday 24 April 2019 at 3.30 p.m. on SEB's premises at Östra Hamngatan 24, 405 04 Gothenburg.

• A dividend of SEK 0.30 per share will be paid for the financial year 2018.

• Decisions were made for discharge to the Board and the CEO for the 2018 fiscal year.

• Re-election of the members of the Board Carsten Browall, Bo Wahlström, Mikael Olsson,
  Johan Wachtmeister and Elisabeth Hansson, and election of the new member of the Board, Dag Andersson, in accordance with the proposal of the nomination committee. Carsten Browall was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 for each of the other five members of the Board, that is a total of SEK 1,400,000. The amounts include committee work.

• The Board was authorized, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,500,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital. Newly issued shares with deviation from shareholders’ preferential rights may be used solely for financing acquisitions of companies or part of companies.

• The proposed principles for remuneration and other conditions of employment for the senior management were approved.

• The proposal for a resolution on nomination committee work for the 2020 Annual General Meeting was approved.

• The transfer of shares in certain subsidiaries of key personnel in each subsidiary was approved in accordance with the Board’s proposal. The subsidiaries covered are GHP Ortho Center Stockholm AB and GHP Urologcentrum AB.

• The Board was authorized, for the time up until the next Annual General Meeting, to decide on the acquisition of a maximum of so many own shares that the Company’s holding at any given time not exceed 9.0 percent of all shares in the company.

Documents Annual General Meeting 2019

The Annual General Meeting of GHP Specialty Care AB (publ) took place on Wednesday 25 April 2018 at 3.30 p.m. on SEB's premises at Östra Hamngatan 24, 405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• In order to prioritise investments for stronger growth in the current year, it was decided that no dividend will be paid for the financial year 2017.
• Decisions were made for discharge to the Board and the CEO for the 2017 fiscal year.
• Re-election of the members of the Board Carsten Browall, Bo Wahlström, Mikael Olsson, Johan Wachtmeister and Elisabeth Hansson until the end of the next Annual General Meeting. Carsten Browall was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 for each of the other four members of the Board, that is a total of SEK 1,200,000. The amounts include committee work.
• The Board was authorized, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,500,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital. Newly issued shares with deviation from shareholders’ preferential rights may be used solely for financing acquisitions of companies or part of companies.
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• The proposal for a resolution on Election Committee work for the 2019 Annual General Meeting was approved.
• The transfer of shares in certain subsidiaries of key personnel in each subsidiary was approved in accordance with the Board’s proposal. The subsidiaries covered are GHP Specialisttandläkarna AB, GHP Spine Center Göteborg AB, GHP Neuro Center AB, GHP Ortho Center Göteborg AB, GHP Ortho Center Stockholm AB and GHP Stockholm Spine Center AB.
• The Board was authorized, for the time up until the next Annual General Meeting, to decide on the acquisition of a maximum of so many own shares that the Company’s holding at any given time not exceed 9.0 percent of all shares in the company.

Documents General Meeting 2018

The Annual General Meeting of GHP Specialty Care AB (publ) took place on
Wednesday 26 April 2017 at 3.30 p.m. on SEB's premises at Östra Hamngatan 24,
405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• A dividend of SEK 0.30 per share will be paid for the financial year 2016.
• Re-election of the members of the Board Carsten Browall, Bo Wahlström, Mikael Olsson, Johan Wachtmeister, Christer Johansson and Elisabeth Hansson, in accordance with the proposal of the election committee. Carsten Browall was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 for each of the other five members of the Board, that is a total of SEK 1,400,000. The amounts include committee work.
• The Board was authorized, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,500,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital.
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• The proposal for a resolution on Election Committee work for the 2018 Annual General Meeting was approved.

Documents - Annual General Meeting 2017

The Annual General Meeting of GHP Specialty Care AB (publ) took place on Wednesday 27 April 2016 at 3.30 p.m. on SEB's premises at
Östra Hamngatan 24, 405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• A dividend of SEK 0.15 per share will be paid for the financial year 2015.
• Re-election of the members of the Board Carsten Browall, Bo Wahlström, Mikael Olsson, Johan Wachtmeister and Christer Johansson, and election of the new member of the Board Elisabeth Hansson, in accordance with the proposal of the election committee. Carsten Browall was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 for each of the other five members of the Board, that is a total of SEK 1,400,000. The amounts include committee work.
• The Board was authorized, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,500,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital.
• Carrying out of the issue of convertible bonds and approval of an incentive programme.
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• The proposal for a resolution on Election Committee work for the 2017 Annual General Meeting was approved.
• The Board was authorized, for the time up until the next Annual General Meeting, to take a decision to acquire and transfer the Company’s own shares.

Documents - Annual General Meeting 2016

The Annual General Meeting of Global Health Partner AB (publ) took place on
Wednesday 29 April 2015 at 3.30 p.m. on SEB's premises at Östra Hamngatan 24,
405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• A dividend of SEK 0.13 per share will be paid for the financial year 2014.
• Re-election of the members of the Board Thomas Eklund, Carsten Browall, Bo Wahlström, Cecilia Schelin Seidegård, Mikael Olsson, Johan Wachtmeister and Christer Johansson, in accordance with the proposal of the election committee. Thomas Eklund was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 for each of the other six members of the Board, that is a total of SEK 1,600,000. The amounts include committee work.
• The Board was authorized, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,500,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital.
• Global Health Partner AB will change company name to GHP Speciality Care AB.
• The Board’s proposal regarding approval of related party transactions was adopted as follows: sale of 207 shares in OrthoCenter Stockholm and issue of 164 shares in Bariatric Center Stockholm as payment for the merger.
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• The proposal for a resolution on Election Committee work for the 2016 Annual General Meeting was approved.

Documents - Annual General Meeting 2015

The Annual General Meeting of Global Health Partner AB (publ) took place on
Tuesday 29 April 2014 at 3.30 p.m. on SEB's premises at Östra Hamngatan 24,
405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• No dividend will be paid for the financial year 2013.
• Re-election of the members of the Board Bo Wahlström, Thomas Eklund, Cecilia Schelin Seidegård, Mikael Olsson and Carsten Browall and election of the new members of the Board Johan Wachtmeister and Christer Johansson, in accordance with the proposal of the election committee. Thomas Eklund was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 for each of the other six members of the Board, that is a total of SEK 1,600,000. The amounts include committee work.
• The Board was authorized, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,500,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital.
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• The proposal for a resolution on Election Committee work for the 2015 Annual General Meeting was approved.

Documents - Annual General Meeting 2014

The Annual General Meeting of Global Health Partner AB (publ) took place on Thursday 2 May 2013 at 3.30 p.m. on SEB's premises at Östra Hamngatan 24,
405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• No dividend will be paid for the financial year 2012.
• Re-election of the members of the Board Paul Hökfelt, Bo Wahlström, Per Båtelson, Thomas Eklund and Carsten Browall and election of the new members of the Board Cecilia Schelin Seidegård and Mikael Olsson, in accordance with the proposal of the election committee. Paul Hökfelt was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 for each of the five members of the Board who are not employees of GHP, that is a total of SEK 1,400,000. The amounts include committee work.
• The Board was authorized, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,500,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital.
• The Board’s proposal regarding the approval of related party transactions was adopted in the following cases: divestment of all the shares in Bodylift Center Aps and divestment of all the shares in Bariatric Center Cairo in Egypt.
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• The proposal for a resolution on Election Committee work for the 2014 Annual General Meeting was approved.

An Extraordinary General Meeting of Global Health Partner AB (publ) took place on Wednesday 28 November 2012 at 4 p.m. on GHP’s premises at Östra Hamngatan 26-28, 411 09 Gothenburg.

The following resolution was adopted at the Extraordinary General Meeting:

• Carrying out of the issue of convertible bonds and approval of an incentive programme.

Documents - Extra General Meeting 2012

The Annual General Meeting of Global Health Partner AB (publ) took place on Thursday 3 May 2012 at 4 p.m. on SE Banken's premises at Östra Hamngatan 24, 405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• No dividend will be paid for the financial year 2011.
• Re-election of the members of the Board Paul Hökfelt, Lottie Svedenstedt, Thomas Eklund, Carsten Browall and Per Båtelson, and election of the new member of the Board Bo Wahlström, in accordance with the proposal of the election committee. Paul Hökfelt was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 for each of the four members of the Board who are not employees of GHP, that is a total of SEK 1,200,000. The amounts include committee work.
• Authorization for the Board, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,500,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital.
• The Board’s proposal regarding approval of the sale of shares in the subsidiary Gastro Center Skåne AB to members of the senior management.
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• Carrying out of the issue of convertible bonds and approval of an incentive programme.
• The proposal for a resolution on Election Committee work for the AGM 2013 was approved.

Documents - Annual General Meeting 2012

The Annual General Meeting of Global Health Partner AB (publ) took place on Wednesday 4 May 2011 at 4 p.m. on SE Banken's premises at Östra Hamngatan 24, 405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• No dividend will be paid for the financial year 2010.
• Re-election of the members of the Board Paul Hökfelt, Andrew Wilson, Lottie Svedenstedt and Per Båtelson, and election of the new members of the Board Thomas Eklund and Carsten Browall, in accordance with the proposal of the election committee. Paul Hökfelt was elected as Chairman of the Board. A fee of SEK 400,000 was approved for the Chairman of the Board and SEK 200,000 to each of the four members of the Board who are not employees of GHP, that is a total of SEK 1,200,000. The amounts include committee work.
• Authorization for the Board, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,500,000 shares in total, corresponding to approximately 9.0 percent of the company's share capital.
• Approval of the proposal concerning the issue of 345,673 new shares as part payment for the acquisition of shares in Bariatric Center Stockholm Holding, which occurred on 30 December 2010.
• The Board's proposal concerning the approval of transactions with related parties was adopted in the following cases: the divestment of shares in OrthoCenter Göteborg AB, the issue of subscription warrants in Ulriksdal Sykehus AS, the divestment of shares in Bariatric Center Stockholm AB and the divestment of shares in Bariatric Center Aps in Denmark. The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• The proposal for a resolution on Nomination committee work for the AGM 2012 was approved.

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The Annual General Meeting of Global Health Partner AB (publ) took place on Thursday 29 April 2010 at 4 p.m. on SE Banken's premises at Östra Hamngatan 24, 405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• No dividend will be paid for the financial year 2009.
• Re-election of Board members Urban Jansson, Andrew Wilson, Lottie Svedenstedt, Karl Swartling and Per Båtelson and new election of Paul Hökfelt, in accordance with the election committee’s proposal. Urban Jansson was elected Chairman also for the coming year.
• Authorization for the Board, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,489,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital.
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• The proposal for a resolution on Nomination committee work for the AGM 2011 was approved.

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The Annual General Meeting of Global Health Partner AB (publ) took place on Thursday 29 April 2010 at 4 p.m. on SE Banken's premises at Östra Hamngatan 24, 405 04 Gothenburg.

At the Annual General Meeting the following, amongst other things, was decided:

• No dividend will be paid for the financial year 2009.
• Re-election of Board members Urban Jansson, Andrew Wilson, Lottie Svedenstedt, Karl Swartling and Per Båtelson and new election of Paul Hökfelt, in accordance with the election committee’s proposal. Urban Jansson was elected Chairman also for the coming year.
• Authorization for the Board, for the time up until the next Annual General Meeting, to take a decision on the issue of a maximum of 6,489,000 shares in total, corresponding to approximately 9.0 percent of the company’s share capital.
• The proposed principles for remuneration and other conditions of employment for the senior management were approved.
• The proposal for a resolution on Nomination committee work for the AGM 2011 was approved.

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