Quality through specialisation

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Communiqué from GHP’s Annual General Meeting 2020

The Annual General Meeting of GHP Specialty Care AB (publ) held on 23 April 2020 adopted the following resolutions:

  • 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.

23 April 2020
Gothenburg, Sweden
GHP Specialty Care AB
The Board

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