STOCKHOLM, Sweden, April 18, 2005 (PRIMEZONE) -- Medicover:
Time and place
The Annual General Meeting of S.A. (the "Company") in relation to items 1 to 6 of the agenda below will be held at 20, rue Philippe II, L- 2340 Luxembourg on May 10, 2005 at 11 a.m. The Extraordinary General Meeting of the Company in relation items 7 to 11 of the agenda below will be held at the same place on May 10, 2005 at 12 a.m.:
Agenda
1. Approval of the reports of the Board of Directors and the
Independent Auditor
2. Approval of the Balance Sheet and the Profit and Loss Account as
of December 31, 2004 and of the Consolidated Accounts
3. Allocation of results
4. Discharge of the Directors and the Independent Auditor from
liability for the year ended December 31, 2004
5. Re-election of the present Directors and appointment of Mr.
Fredrik Stenmo as additional Director
6. Re-election of the Independent Auditor
7. Approval of an increase of the share capital of the Company,
through an issue of 1,780,703 new shares for a subscription price
of SEK 60 per new share by an amount of EUR 9,994,018.17, and, in
the event that the subscription price for any new share issued is
higher than the accounting par value of each share so issued, of
the allocation of such excess balance to the share premium account
of the Company.
8. Authorisation to the Board of Directors, in the event that the
subscription price for any new share issued is less than the
accounting par value of each share so issued, to take the balance
in respect thereof from the share premium account of the Company
9. Reading of the report of the Board of Directors relating to the
terms and conditions of the issue of new shares and approval of
such terms and conditions
10. Authorisation to the Board of Directors to collect subscriptions
and payments, to allocate shares to subscribers and to appoint
a representative to appear before notary public in Luxembourg
to record the increase of share capital and subscription received
11. Miscellaneous
Approval in principle of an increase of the share capital of the Company through an issue of new shares (item 7)
The Board proposes to increase the share capital of the Company by EUR 9,994,018.17 from EUR 69,958,144 to EUR 79,952,162.17 through a new issue of 1,780,703 new shares, each share with an accounting value of approximately EUR 5.61. The new share issue will be underwritten in full by Celox S.A. controlling approximately 36% of the share capital of the Company. The issue price for each new share will be SEK 60,- per share. In the event that the subscription price for any new share issued is higher than the accounting par value of each share so issued, the excess balance will be allocated to the share premium account of the Company.
Authorisation to the Board of Directors to use the share premium account of the Company (item 8)
The Board proposes that the Extraordinary General Meeting shall authorise the Board of Directors, in the event that the subscription price for any new share issued is less than the accounting par value of each share so issued, to take the balance in respect thereof from the share premium account of the Company.
Reading of the report of the Board of Directors relating to the terms and conditions of the issue of new shares and approval of such terms and conditions (item 9)
The shareholders and holders of Swedish Depositary Receipts will be entitled to subscribe for one (1) new share for each seven (7) existing shares held in the Company. The subscription period will run from 31 May 2005 to 29 June 2005 for registered shareholders and from 7 June 2005 to 21 June 2005 for holders of Swedish Depositary Receipts. The record date for registered shareholders and holders of Swedish Depositary Receipts is May 31, 2005. In the event that the registered shareholders and holders of Swedish Depositary Receipts have not subscribed for all new shares at the end of the subscription period, undistributed shares will be allocated to shareholders and holders of Swedish Depositary Receipts who have subscribed for such undistributed shares. In the event that the new issue is oversubscribed, new shares will first be allocated prorate to registered shareholders and holders of Swedish Depository Receipts in relation to their respective shareholdings at the record date. Celox S.A. will subscribe for any shares that are not allocated. New shares allocated to holders of Swedish Depositary Receipts will be issued under the form of Swedish Depositary Receipts for trade on the Stockholm Stock Exchange. New shares issued to registered shareholders will be issued in registered form.
The Board of Directors Luxembourg 18 April 2005
Who may attend the Meetings
Holders of registered shares in the Company registered with the Company Registrar on April 29, 2005 are entitled to participate in the Meetings.
Holders of Swedish Depository Receipts registered with the Swedish Securities Register Center (VPC) on April 29, 2005 may exercise the rights attached to the number of shares equivalent to the number of Swedish Depository Receipts in accordance with the procedure stated below. Those who hold Swedish Depository Receipts through a trustee must request that they be temporarily entered into the VPC register in order to exercise their rights at the Meetings. Such registration must be executed by April 29, 2005.
How to notify to attend the Meetings Shareholders have the right to participate in the business of the Meetings and to exercise their voting rights either in person or by proxy. Regarding voting by proxy, see "Voting" below. Shareholders do not have to notify the Company of their intent to participate in person at the Meetings.
To be entitled to vote at the Meetings in person, owners of Swedish Depository Receipts must notify Svenska Handelsbanken AB, Corporate Finance, by phone +46 8 701 23 82 by May 3, 2005. Holders of Swedish Depository Receipts may also exercise their voting rights by delivering to the Company a voting form (see "Voting") below.
Voting
Holders of registered shares may vote (i) in person at the Meetings or (ii) appoint a proxy to represent them. Proxies do not need to be members of the Company. The procedure for voting by a proxy requires that the shareholder complete a special form (available on the Company's web-site as "Form of Proxy for Registered Shareholders"). The shareholder shall indicate on the form how (s)he wants to vote on the issues and motions addressed by the Meetings and deliver it to the Company not less than two full business days before the day appointed for holding the Meetings.
Holders of Swedish Depository Receipts may vote (i) in person at the Meetings upon notification as described above, or (ii) by delivering to the Company a duly completed voting form (available on the Company's web-site as "Form of Proxy for Swedish Depository Receipts") by May 3, 2005.
Medicover Holding S.A. 20, rue Philippe II L- 2340 Luxembourg Phone: + 352 26 20 31 10 www.medicover.com
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