Notice of extraordinary general meeting of SURGICAL SCIENCE SWEDEN AB (publ)
The shareholders of Surgical Science Sweden AB (publ), reg. no. 556544-8783 (the “Company”), with registered office in Gothenburg, are hereby invited to the Extraordinary General Meeting (the “EGM”) on Monday 16 August 2021.
INFORMATION RELATED TO COVID-19
The Company is mindful of the health and well-being of its shareholders and employees. It is important for the Company to take social responsibility and contribute to reduce the risk of transmissions of Covid‑19. Due to the extraordinary situation, the EGM will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the EGM. Information about the resolutions adopted at the EGM will be published on the same day as the EGM as soon as the outcome of the vote is finally compiled.
NOTIFICATION OF ADVANCE VOTING ETC.
Shareholders who wish to participate at the EGM by advance voting shall:
· firstly, be entered in the share register maintained by Euroclear Sweden AB no later than on Friday 6 August 2021 (for nominee-registered shares, also see “Nominee registered shares” below),
· secondly, notify the Company of their intention to participate in the EGM by casting their advance vote in accordance with the instructions under “Advance voting” below so that the advance vote is received by the Company no later than on Friday 13 August 2021.
Information submitted in connection with the notification will be computerised and used exclusively for the EGM. See below for additional information on the processing of personal data.
Shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name in the Company’s share register with Euroclear Sweden AB. Shareholders who wish to make such re-registration, so-called voting rights registration, must make such request with their nominee well in advance of Tuesday 10 August 2021, at which time the re-registration must have been made.
Shareholders may exercise their voting rights at the EGM only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.surgicalscience.com. The advance voting form is considered as the notification of attendance to the EGM.
The completed voting form must be received by the Company no later than on Friday 13 August 2021. The completed and signed form shall be sent to: Surgical Science Sweden AB (publ), Drakegatan 7A, SE‑412 50 Gothenburg, Sweden. A completed form may also be submitted by e-mail and is then to be sent to email@example.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same applies if the shareholder votes in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Proxy forms for shareholders who wish to vote by mail through proxies will be available on the Company’s website.
Further instructions and conditions are included in the form for advance voting.
1. Election of a chairman of the meeting
2. Election of one person to attest the minutes
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Determination of whether the meeting was duly convened
6. Approval of the Board of Directors’ resolution on a new share issue
THE BOARD OF DIRECTORS’ PROPOSAL FOR A RESOLUTION UNDER ITEMS 1, 2, 3 AND 6
Item 1 – Election of a chairman of the meeting
The Board of Directors proposes that the Chairman of the Board, Roland Bengtsson, or, in his absence the person proposed by the Board of Directors, is appointed chairman at the EGM and keeper of the minutes.
Item 2 – Election of one person to attest the minutes
The Board of Directors proposes that Carl Armfelt, or, in his absence, the person appointed by the Board, be elected to approve the minutes of the EGM together with the Chairman.
Item 3 – Preparation and approval of voting list
The voting list proposed for approval is the voting list drawn up by the Company, based on the EGM’s share register and advance votes received, as verified and recommended by the person approving the minutes of the EGM.
Item 6 – Approval of the Board of Directors’ resolution on a new share issue
The Board of Directors proposes that the general meeting resolves to approve the Board of Directors’ resolution on a new share issue of not more than 12,857,000 shares, entailing an increase in the share capital of not more than SEK 642,850. The resolution shall otherwise be governed by the following terms and conditions.
1.The right to subscribe for the new shares shall, with deviation from the shareholder’s pre-emption rights, only be granted to Pareto Securities AB acting as settlement bank in the issue and which subscribes for shares on behalf of a number of institutional investors.
The rationale for deviating from the shareholders’ pre-emptive rights is to enable a capital raise in a time- and cost-efficient manner for the financing of the Company’s acquisition of Simbionix USA Corp.
2.The subscription price per share shall be SEK 0.05, corresponding to the quota value of the shares.
3.Subscription through subscription list for the newly issued shares shall take place no later than on 30 July 2021. The board shall be entitled to extend the subscription period.
4.The new shares shall entitle to dividends from and including the first record day for dividends following the registration of the new shares in the shareholders’ ledger of the company maintained by Euroclear Sweden AB.
The CEO, or any person appointed by him, shall have the right to make any adjustments or amendments to the above resolutions that may be required in connection with the registration of such resolutions and to take any other measure deemed necessary for the execution of the resolutions.
For a valid resolution in accordance with item 6 above it is required that the proposal be supported by at least two thirds (2/3) of the shares represented and votes cast at the EGM.
Number of shares and votes
As per the date of this notice, the total number of outstanding shares in the Company is 37,944,236 that entitle to one vote per share at the EGM. As of the date of this notice the Company holds no treasury shares.
Access to documents etc.
Documents in accordance with the Swedish Companies Act are available at the Company’s premises and on the Company’s website, www.surgicalscience.com, and are also sent to shareholders who so request and state their address.
The proposal for resolution pursuant to item 6 above is fully formulated in the convening notice.
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 at the EGM on matters that may affect the assessment of an item on the agenda and of circumstances that may affect the assessment of the Company’s or subsidiaries’ financial situation or the Company’s relation to other companies within the group. A request for such information shall be sent in writing to Surgical Science Sweden AB (publ), Drakegatan 7A, SE‑412 50 Gothenburg, Sweden or by e-mail to firstname.lastname@example.org, no later than on Friday 6 August 2021. The information will be made available at the Company’s premises and on www.surgicalscience.com on Wednesday 11 August 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Processing of personal data
For information on how your personal data is processed, it is referred to the privacy notice available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in July 2021
Surgical Science Sweden AB (publ)
The Board of Directors
This is a translation of the Swedish version of the press release. When in doubt, the Swedish wording prevails.
The press release was submitted for publication on July 29, 2021 and is available in its entirety in the attachment or via