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Kalender

2022-10-20 Kvartalsrapport 2022-Q3
2022-07-15 Kvartalsrapport 2022-Q2
2022-04-29 Ordinarie utdelning GHP 0.00 SEK
2022-04-28 Årsstämma 2022
2022-04-27 Kvartalsrapport 2022-Q1
2022-02-23 Bokslutskommuniké 2021
2021-10-22 Kvartalsrapport 2021-Q3
2021-07-13 Kvartalsrapport 2021-Q2
2021-04-30 Ordinarie utdelning GHP 0.50 SEK
2021-04-29 Årsstämma 2021
2021-04-22 Kvartalsrapport 2021-Q1
2021-02-23 Bokslutskommuniké 2020
2020-10-22 Kvartalsrapport 2020-Q3
2020-07-10 Kvartalsrapport 2020-Q2
2020-04-24 Ordinarie utdelning GHP 0.00 SEK
2020-04-23 Årsstämma 2020
2020-04-22 Kvartalsrapport 2020-Q1
2020-02-19 Bokslutskommuniké 2019
2019-10-24 Kvartalsrapport 2019-Q3
2019-07-12 Kvartalsrapport 2019-Q2
2019-04-25 Ordinarie utdelning GHP 0.30 SEK
2019-04-24 Årsstämma 2019
2019-04-23 Kvartalsrapport 2019-Q1
2019-02-20 Bokslutskommuniké 2018
2018-10-25 Kvartalsrapport 2018-Q3
2018-07-13 Kvartalsrapport 2018-Q2
2018-04-26 Ordinarie utdelning GHP 0.00 SEK
2018-04-25 Årsstämma 2018
2018-04-24 Kvartalsrapport 2018-Q1
2018-02-21 Bokslutskommuniké 2017
2017-10-26 Kvartalsrapport 2017-Q3
2017-07-18 Kvartalsrapport 2017-Q2
2017-04-27 Ordinarie utdelning GHP 0.30 SEK
2017-04-26 Årsstämma 2017
2017-04-25 Kvartalsrapport 2017-Q1
2017-02-22 Bokslutskommuniké 2016
2016-10-28 Kvartalsrapport 2016-Q3
2016-07-15 Kvartalsrapport 2016-Q2
2016-04-28 Ordinarie utdelning GHP 0.15 SEK
2016-04-27 Årsstämma 2016
2016-04-26 Kvartalsrapport 2016-Q1
2016-02-24 Bokslutskommuniké 2015
2015-10-29 Kvartalsrapport 2015-Q3
2015-07-14 Kvartalsrapport 2015-Q2
2015-04-30 Ordinarie utdelning GHP 0.13 SEK
2015-04-29 Årsstämma 2015
2015-04-28 Kvartalsrapport 2015-Q1
2015-02-19 Bokslutskommuniké 2014
2014-10-31 Analytiker möte 2014
2014-10-31 Kvartalsrapport 2014-Q3
2014-07-15 Kvartalsrapport 2014-Q2
2014-04-30 Ordinarie utdelning GHP 0.00 SEK
2014-04-29 Årsstämma 2014
2014-04-28 Kvartalsrapport 2014-Q1
2014-02-20 Bokslutskommuniké 2013
2013-10-30 Kvartalsrapport 2013-Q3
2013-10-30 Analytiker möte 2013
2013-07-15 Kvartalsrapport 2013-Q2
2013-05-03 Ordinarie utdelning GHP 0.00 SEK
2013-05-02 Årsstämma 2013
2013-04-26 Kvartalsrapport 2013-Q1
2013-03-13 15-7 2013
2013-02-26 Bokslutskommuniké 2012
2012-11-28 Extra Bolagsstämma 2012
2012-11-02 Analytiker möte 2012
2012-11-02 Kvartalsrapport 2012-Q3
2012-07-17 Kvartalsrapport 2012-Q2
2012-05-04 Ordinarie utdelning GHP 0.00 SEK
2012-05-03 Årsstämma 2012
2012-04-27 Kvartalsrapport 2012-Q1
2012-02-24 Bokslutskommuniké 2011
2011-11-01 Kvartalsrapport 2011-Q3
2011-07-19 Kvartalsrapport 2011-Q2
2011-05-05 Ordinarie utdelning GHP 0.00 SEK
2011-05-04 Årsstämma 2011
2011-04-28 Kvartalsrapport 2011-Q1
2011-02-23 Bokslutskommuniké 2010
2010-11-02 Kvartalsrapport 2010-Q3
2010-07-19 Kvartalsrapport 2010-Q2
2010-04-30 Ordinarie utdelning GHP 0.00 SEK
2010-04-29 Årsstämma 2010
2010-04-26 Kvartalsrapport 2010-Q1
2010-02-20 Bokslutskommuniké 2009
2009-11-03 Kvartalsrapport 2009-Q3
2009-07-20 Kvartalsrapport 2009-Q2
2009-04-30 Ordinarie utdelning GHP 0.00 SEK
2009-04-29 Kvartalsrapport 2009-Q1
2009-04-29 Årsstämma 1

Beskrivning

LandSverige
ListaSmall Cap Stockholm
SektorHälsovård
IndustriVård & Omsorg
GHP Specialty Care är verksamma inom vård och omsorg. Idag bedriver bolaget specialistkliniker inom ryggkirurgi/ryggvård, specialisttandvård, fetmakirurgi och metabola sjukdomar, ortopedi samt arytmi. Verksamheten är koncentrerad till den nordiska marknaden och bolaget är verksamma inom ett flertal globala regioner. GHP Specialty Care etablerades 2006 och har sitt huvudkontor i Göteborg.
2020-03-24 16:15:00

The shareholders of GHP Specialty Care AB (publ), corporate identity number 556757-1103, (“the Company”) are hereby invited to attend the Annual General Meeting to be held on Thursday 23 April 2020 at 3.30 p.m. on Centralhuset Konferens’s premises at Nils Ericsonplatsen 4, 411 03 Gothenburg. Registration will take place from 3 p.m.

Registration
Shareholders who wish to attend the Annual General Meeting must
- be recorded in the share register kept by Euroclear Sweden AB (“Euroclear”) on Friday 17 April 2020, and
- give notice of intent to attend no later than Friday 17 April 2020. Notice of intent to attend can be given either in writing to GHP Specialty Care AB (publ), Södra Hamngatan 45, 411 06 Göteborg, Sweden, by telephone (+46 31-712 53 00) or by e-mail arsstamma@ghp.se. Notice should include the shareholder’s name, personal or corporate identity number, address and daytime telephone number, and the number of shares held. Information should also be given, where appropriate, of any deputy, representative or advisor (maximum two).

Shareholders represented by another party must submit a written, signed and dated proxy to the Company for the representative. Anyone representing a legal entity must submit a copy of the current Certificate of Registration or similar authorisation documents indicating who is entitled to sign on behalf of the Company. The proxy’s period of validity may not be longer than five years. Proxy forms in Swedish and English are available at the Company or on the Company website, www.ghp.se. The original of the proxy and any Certificate of Registration should be sent to the Company at the address given above in good time before the meeting.

Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of their intent to attend the meeting, request that they be temporarily recorded in the share register in their own names (so called voting-rights registration) to be able to attend the General Meeting. In order for such registration to be effectuated by Friday17 April 2020, shareholders should contact their bank or trustee well in advance of that date.

Practical information with regards to covid-19
In order to reduce the risk of contagion, the following measures are taken at the Annual General Meeting.

  • The Annual General Meeting starts at 3.30 p.m. Registration will take place from 3 p.m.
  • No drinks or food will be served.
  • Participants will be placed well spread in the venue.
  • The number of present non shareholders will be limited.
  • Shareholders in risk groups, experiencing influenza symptoms or recently have been in a risk area, are asked to participate via proxy.
  • To be represented via proxy, please see the Power of Attorney form on our website www.ghp.se/english/investor-relations.

GHP Specialty Care AB (publ) is carefully following the development of covid-19 and the Public Health Agency of Sweden’s recommendations. We ask everyone who intends to participate to stay updated on any further measures.

Proposed agenda
1. Opening of the AGM.
2. Election of Chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two people to verify the minutes.
6. Determination as to whether the meeting has been properly convened.
7. Address given by the CEO.
8. Presentation of the Annual Accounts and the Audit Report as well as the Consolidated Accounts and the Audit Report for the Group.
9. Resolutions on a) adoption of the Profit and Loss Accounts and the Balance Sheet as well as the Consolidated Profit and Loss Accounts and the Consolidated Balance Sheet, b) treatment of the Company’s unappropriated profits in accordance with the adopted Balance Sheet, c) discharging the members of the Board and the CEO from liability.
10. Determination of the number of members of the Board and deputy members of the Board.
11. Determination of fees to the members of the Board and the Auditor.
12. Election of the Board of Directors and Auditor.
13. The Board’s proposal for changes in Articles of Association.
14. The Board’s proposal for changing the Company name.
15. The Board’s proposal for a resolution authorising the Board to issue shares.
16. The Board’s proposal for a resolution to adopt incentive programme 2020/2023 through a) the issue of warrants to the subsidiary Global Health Partner Swe AB and b) approval of transferring the warrants to the Group’s senior management.
17. The Board’s proposal for resolutions approving the following related party transactions, pursuant to chapter 16 of the Swedish Companies Act, in a) GHP Spine Center Göteborg AB and b) GHP Ortho Center Storängsbotten AB.
18. The Board’s proposal for a resolution concerning guidelines for remuneration and other conditions of employment for senior executives.
19. Proposal for a resolution on principles for the appointment of the Election Committee for the Annual General Meeting of 2021 and instructions to the Election Committee.
20. Closing of the meeting.

Election of Chairman of the Meeting (agenda item 2)
The Election Committee proposes that Carsten Browall be elected as Chairman of the Annual General Meeting.

Resolution on treatment of the Company’s unappropriated profits in accordance with the adopted Balance Sheet (agenda item 9b)
The Board of Directors proposes that no dividend is to be paid for the financial year 2019 and that the result for the period be carried forward.

Proposal concerning the number and the election of members of the Board and the Auditor, and fees to the Board and the Auditor (agenda items 10, 11 and 12)
The Election Committee proposes that the Board shall consist of five (5) people, with no (0) deputy members.

The Election Committee proposes re-election of the following members of the Board: Carsten Browall, Bo Wahlström, Mikael Olsson, Johan Wachtmeister, Elisabeth Hansson and Dag Andersson for a mandate period up until the end of the next Annual General Meeting. Furthermore, the Election Committee proposes re-election of Carsten Browall as Chairman of the Board for the coming year.

A reasoned statement from the Election Committee, an account of how the work of the Election Committee has been carried out and further information on the proposed members of the Board are available on the Company’s website, www.ghp.se.

The Election Committee proposes a Board fee of SEK 1,400,000 in total, to be divided up as follows:
SEK 400,000 to the Chairman of the Board and SEK 200,000 to five (5) Board members who are not
Company employees. No further remuneration is paid for committee work.

In accordance with the Audit Committee’s recommendation, the Election Committee proposes the re-election of Ernst & Young AB, with the authorised public accountant Mikael Sjölander as the auditor in charge. It is proposed that Ernst & Young AB be elected for a period up until the end of the next AGM.

The Election Committee proposes that the Auditor's fee be paid on the basis of approved invoicing presented to the Company, for a period up until the end of the next Annual General Meeting.

The Board’s proposal for changes in Articles of Association (agenda item 13)
The Board proposes that the Annual General Meeting adopts a resolution to change § 8 in the Company’s Articles of Association to adapt to expected future changes in the Companies Act. The proposal means that § 8 in the Company’s Articles of Association changes from its current wording:

Shareholders wishing to attend the General Meeting must be entered in a print-out of the entire share register as at the date five days prior to the meeting and notify the Company of their intention to attend before 4.00 pm on the day specified in the notice. That day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the meeting.

To the following wording:

Shareholders wishing to attend the General Meeting must be entered in the share register in a way that aligns with the Companies Act, and notify the Company of their intention to attend not later than on the day specified in the notice. That day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday prior to the meeting.

Furthermore, the Board proposes that the Board of Directors, or its nominee, shall be authorised by the Annual General Meeting to make such minor adjustments to the resolution of the Meeting that may be required for registration at the Swedish Companies Registration Office.

The resolution is only valid if at least two thirds of both the votes cast and the votes represented at the Annual General Meeting have been given in favour of the proposal.

The Board’s proposal for changing the Company name (agenda item 14)
The Board proposes that the Annual General Meeting adopts a resolution to change § 1 in the Company’s Articles of Association to change the Company’s name. The proposal means that § 1 in the Company’s Articles of Association changes from its current wording:

The name of the Company is GHP Specialty Care AB (publ). The Company is a public company (publ).

To the following wording:

The name of the Company is GHP Specialty Care AB. The Company is a public company (publ).

Furthermore, the Board proposes that the Board of Directors, or its nominee, shall be authorised by the Annual General Meeting to make such minor adjustments to the resolution of the Meeting that may be required for registration at the Swedish Companies Registration Office.

The resolution is only valid if at least two thirds of both the votes cast and the votes represented at the Annual General Meeting have been given in favour of the proposal.

The Board’s proposal for a resolution authorising the Board to issue shares (agenda item 15)
The Board proposes that the Annual General Meeting adopts a resolution authorising the Board, for a period of time no longer than up until the next Annual General Meeting, on one or more occasions and following or deviating from the shareholders’ pre-emptive rights, to make a decision to issue new shares corresponding to no more than 20 percent of the Company’s total number of shares by the time of the Annual General Meeting 2020. The Board shall be entitled to decide that the shares be paid for, apart from in cash, via capital contributed in kind or otherwise on terms specified in chap 2 § 5 second paragraph 1-3 and 5 of the Swedish Companies Act or that the shares shall be subscribed for with offset rights. A new share issue deviating from the shareholders’ pre-emptive rights may only be utilised to finance the acquisition of a company or part of a company, to raise capital and to adjust the Company’s capital structure. In the event of a resolution on a directed cash issue of shares, the subscription price of the new shares shall be set at an amount that is in close relation to the price of the Company’s shares on the Stock Exchange at the time the new share issue is carried out.

The reason for the right to deviate from the shareholders’ pre-emptive rights is (i) to enable the Company, when an occasion arises to acquire a company or part of a company, to quickly and effectively finance the acquisition either by bringing in capital or via capital contributed in kind, (ii) to, if required, raise capital to strengthen the Company’s financial position, or (iii) to adjust the Company’s capital structure.

The resolution is only valid if at least two thirds of both the votes cast and the votes represented at the Annual General Meeting have been given in favour of the proposal.

Furthermore, the Board proposes that the Board of Directors, or its nominee, shall be authorised by the Annual General Meeting to make such minor adjustments to the resolution of the Meeting that may be required for registration at the Swedish Companies Registration Office.

The Board’s proposal for a resolution to adopt incentive programme 2020/2023 through a) the issue of warrants to the subsidiary Global Health Partner Swe AB and b) approval of transferring the warrants to the Company’s senior management (agenda item 16)
The Board of Directors proposes that the Annual General Meeting adopts a resolution to introduce a new long-term incentive programme (“Incentive programme 2020/2023”) through issuing of warrants to the subsidiary Global Health Partner Swe AB, and approval of transferring the warrants to the Company’s senior management, as declared below.

The purpose of the proposal is to create prerequisites to retain and incentivize key employees in the Company to a larger extent, and to be able to recruit well-qualified employees to strategically important positions. The Board of Directors consider the incentive programme to be advantageous for the organization and the shareholders and intend to propose similar programmes to the Annual General Meeting 2021 and 2022.

a) The issue of warrants to the subsidiary Global Health Partner Swe AB
The Board of Directors proposes that the Annual General Meeting adopts a resolution to transfer no more than 350,000 warrants of series 2020/2023:1. Each warrant entitles the warrant holder to subscribe for one (1) new share in the Company. The warrants issued may be subscribed for by Global Health Partner Swe AB (registration number 556694-4178) (“the subsidiary”) – which is a wholly-owned subsidiary of GHP – deviating from the shareholders’ preemptive rights, whereupon this company will offer the warrants to the participants in the programme. The warrants will be issued free of charge to Global Health Partner AB. The warrants issued is to be subscribed for during the period of 23 April 2020 to 30 April 2020, on a separate subscription list. The Board of Directors are entitled to prolong the subscription time.

The issued warrants can be utilized through notification of subscriptions during the period of 8 May 2023 to 5 June 2023. The subscription price for a new share shall correspond to 130 percent of the average listed volume-weighted price paid for the GHP share each trading day during the period of 24 April 2024 to 8 May 2020, but not below the share’s current quotient value.

Upon full subscription of the warrants, the Company’s share capital may increase by no more than 350,000 SEK, corresponding to approximately 0.51 percent if the total amounts of shares and the total number of votes in GHP.

The reason for deviating from the shareholders’ preemptive is to ensure the Company’s long-term interests by preparing key employees with a well-considered incentive programme. The purpose of the proposal is to create prerequisites to retain and incentivize key employees in the Company to a larger extent, and to be able to recruit well-qualified employees to strategically important positions.

b) Approval of transferring the warrants to the Company’s senior management
Furthermore, the Board of Directors proposes that the Annual General Meetings adopts a resolution to allow the subsidiary to transfer no more than 350,000 warrants, series 2020:1, in the Company to employees in the Group, or in another way possess the warrants to ensure the commitments with regards to the Incentive programme 2020/2023.

The right acquire warrants will be entitled to senior management, as below.

  • The Company’s CEO may acquire no more than 100,000 warrants, and
  • Other participants may acquire no more than 50,000 warrants. The highest number of warrants that each participant may acquire shall be based on the participant’s competence and area of responsibility

The warrants can be transferred to the participants at one or more occasions from 11 May 2020 to 8 June 2020. The transfer of warrants shall be offered to the participants at a subscription price corresponding to a market value in accordance to the Black & Scholes model, based on a subscription price, upon utilization, of 130 percent of the average listed volume-weighted price paid for the GHP share each trading day during the period of 24 April 2020 to 8 May 2020, but not below the share’s current quotient value. The valuation of the warrants shall be performed by an independent valuation institute or accounting firm.

The warrants may also be offered to future new key employees or senior managers. The terms and conditions for such acquisitions shall correspond to what is stated in this resolution. This means, amongst other things, that acquisitions shall be made at the market value current at the time. Transfer of warrants to participants is on condition that the acquisition of warrants may be carried out legally and that in the assessment of the Board of Directors the transfer can reasonably be carried out from an administrative and financial point of view.

When the warrants are transferred to the participants, the company shall reserve the right to buy back the warrants if the participant’s employment or assignment in the Group comes to an end.

The resolution is only valid if at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting have been given in favour of the proposal.

The Board’s proposal for resolutions approving the following related party transactions, pursuant to chapter 16 of the Swedish Companies Act in a) GHP Spine Center Göteborg AB and b) GHP Ortho Center Storängsbotten AB (agenda item 17)
The Company’s business model is based on key persons in the subsidiaries being partners in the clinic where they work. In the assessment of the Board, the transfer of the shares is beneficial to each subsidiary below and thus to the Company as well. The Board proposes that the AGM adopts resolutions approving the transfer of shares to the key persons below in the Company’s subsidiaries. In those cases where ordinary shares are transferred, preference shareholders have priority regarding dividend. For resolutions to be adopted regarding the agenda items specified below, at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting must have been given in favour of the proposal.

a) Board’s proposal for a resolution approving sale of shares in GHP Spine Center Göteborg AB

  • Maria Agnemar– 33 ordinary B-shares, corresponding to 1.7 percent of the share capital. Maria Agnemar paid SEK 16,000, which is deemed to be the market price of the shares at the time.
  • Christian Hagelberg – 33 ordinary B-shares, corresponding to 1.7 percent of the share capital. Christian Hagelberg paid SEK 16,000, which is deemed to be the market price of the shares at the time.

b) Board’s proposal for a resolution approving sale of shares in GHP Ortho Center Storängsbotten AB

  • Stanislav Verbitski – 25 shares, corresponding to 5 percent of the share capital. Stanislav Verbitski paid SEK 100,000, which is deemed to be the market price of the shares at the time.

The resolution is only valid if at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting have been given in favour of the proposal.

The Board’s proposal for a resolution on guidelines for remuneration and other terms of employment for senior executives (agenda item 18)
These guidelines cover salary and other remuneration for members of the Board, the CEO and the deputy CEO as well as other persons in the senior management of GHP Specialty Care AB (“the Company”). The guidelines shall be applied to remuneration stipulated in agreements, and changes made to already agreed remuneration, after adoption of the guidelines at the 2020 Annual General Meeting. The guidelines do not cover remuneration resolved on by the Annual General Meeting.

With regard to conditions of employment that are governed by other rules than those pertaining in Sweden, appropriate adjustments may be made in order to comply with such compulsory rules or fixed local practice. In such cases these guidelines’ overriding aim shall be met as far as is possible.

1. The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
GHP’s business strategy in short is as follows:
GHP’s strategy is to grow through a sound mix of organic growth, acquisitions, start-ups and innovative concepts. The keywords for attaining this are “Quality through specialisation” and “Societal benefit”. GHP’s clinics shall offer leading edge quality within their particular specialty and the clinics shall be leaders in terms of costs per course of treatment.

For further information on the Company’s business strategy, please see https://www.ghp.se/investor-relations/strategi.

Successful implementation of the Company’s business strategy and protection of the Company’s long-term interests, including its sustainability, are conditional upon the Company being able to recruit and retain well-qualified employees. This requires that the Company can offer competitive remuneration. These guidelines allow senior executives to be offered competitive total remuneration.

Long-term share-related incentive programmes have been established in the Company. They have been adopted by the Annual General Meeting and are therefore not covered by these guidelines. In the same way, the long-term share-related incentive programmes proposed by the Board for adoption by the 2020 Annual General Meeting are not covered by these guidelines. The programmes comprise persons with senior positions at the Company. Furthermore, the programmes require personal investment and multi-year holdings.

Variable cash remuneration covered by these guidelines shall aim to promote the Company’s business strategy and long-term interests, including its sustainability.

2. Forms of remuneration etc.
The Company shall strive to offer total remuneration that is reasonable and competitive in the market where the Company is operative. The remuneration terms shall reflect “payment by performance” and vary with the individual’s performance and the Company’s results. The total remuneration can comprise a fixed basic annual salary (“basic salary”), insurable benefits, other benefits and variable remuneration.

Furthermore, the Annual General Meeting can resolve – irrespective of these guidelines – on such benefits as share-related and share-price-related remuneration.

Basic salary
The basic salary shall form the foundation of the total remuneration for the Company’s senior management. The salary shall be competitive in the relevant market and reflect the responsibility that the work entails. The salary levels shall be reviewed regularly (usually through the annual salary evaluation) in order to ensure continued competitiveness and to reward individual achievement.

Insurable benefits
Pension premiums for premium-based pensions shall amount to a maximum of 40 percent of the basic salary. Variable remuneration shall not be pensionable income, unless this is stated in the compulsory provisions of collective agreements applicable to the executive.

Other benefits
Other benefits may include life insurance, medical insurance and car benefits. Such benefits may in total amount to a maximum of 25 percent of the basic salary.

Variable remuneration
Following the “payment by performance” principle, variable remuneration can represent an important part of the total remuneration for senior management. Such remuneration can be offered both with short-term performance targets (up to one (1) year) and long-term performance targets (three (3) years or longer).The guiding principle is that annual variable remuneration may not exceed a sum corresponding to six (6) months’ salary.

Other variable remuneration may be approved by the Board in extraordinary circumstances, provided that such extraordinary arrangements are made with a view to recruiting or retaining personnel. Furthermore, such extraordinary arrangements that are made with a view to retaining personnel shall include performance targets. Extraordinary arrangements with a view to recruiting may include such targets. The guiding principle is that other variable remuneration may not exceed a sum corresponding to three (3) months’ salary.

Executives stationed in another country
Executives stationed in a country other than their native country may receive further remuneration and other benefits to a reasonable degree taking into account the special circumstances associated with being stationed abroad. In such cases these guidelines’ overriding aim shall be met as far as is possible. Such remuneration and benefits may in total amount to a maximum of 100 percent of the basic salary.

3. Termination of employment
Notice of termination shall be six (6) to twelve (12) months when the Company terminates employment and three (3) to six (6) months when a member of the company’s senior management gives notice of termination.

In individual cases the Board can approve severance pay over and above salary during the above-mentioned notice of termination period.

Severance pay can only be paid after termination of employment by the Company or when a member of the Company’s senior management resigns due to a considerable change in his/her work situation, which leads to him or her not being able to carry out fully satisfactory work. This can, for example, be the case when there is a considerable change in the ownership of the company in combination with changes in the organisation and/or changes in areas of responsibility.

For the individual, severance pay can mean an extension of the basic salary for a period of up to twelve months after the cessation of the employment agreement. Such payments shall be reduced by a value corresponding to the income that the person during a period of up to twelve months earns from other income sources, either from employment or from other independent business activities.

Moreover, remuneration may be paid for any non-competition undertaking. Such remuneration shall compensate for any loss of income and shall only be paid to the extent that the former executive is not entitled to severance pay. Remuneration shall amount to a maximum of 50 percent of the fixed salary at the time when notice of termination was given, unless otherwise stated in the compulsory provisions of a collective agreement, and shall be paid during the period of time the non-competition undertaking applies, which shall be no more than six (6) months after the termination of employment.

4. Criteria for payment of variable cash remuneration etc.
Variable cash remuneration shall be linked to predetermined and measurable criteria which primarily shall be financial, but they may also be non-financial. The criteria shall be designed so that they promote the Company’s business strategy and long-term interests, including its sustainability, for example by being clearly linked to the business strategy or promoting the executive’s long-term development. Such financial criteria could be linked to the Company’s operating result (EBIT) or increase in sales. Non-financial criteria could be linked to quality objectives or the number of new agreements or procurement processes.

When the measurement period for meeting the criteria for payment of variable cash remuneration is over, it shall be assessed/determined to what extent the criteria have been met. The Remuneration Committee is responsible for this assessment with regard to variable cash remuneration to the CEO. With regard to variable cash remuneration to other executives, the CEO is responsible for the assessment. Regarding financial objectives, the assessment shall be based on the financial information most recently published by the Company.

5. Salary and conditions of employment for employees
When preparing the Board’s proposal concerning these remuneration guidelines, salary and conditions of employment for the Company’s employees have been taken into account inasmuch as details of employees’ total remuneration, the remuneration’s components and the remunerations’ increase and rate of increase over time have been part of the Remuneration Committee’s and the Board’s basis for evaluating the fairness of the guidelines and the resulting limitations. The development of the gap between senior management’s remuneration and other employees’ remuneration will be presented in the remuneration report.

6. Decision-making process for determining, reviewing and implementing the guidelines
The Board has established a Remuneration Committee. The committee’s tasks include preparing the Board’s decision on the proposal concerning guidelines for remuneration of senior management. The Board shall draw up a proposal for new guidelines at least every fourth year and present the proposal for adoption at the Annual General Meeting. The guidelines shall apply until new guidelines have been adopted by the Annual General Meeting. The Remuneration Committee shall also follow and evaluate programmes for variable remuneration of senior management and the application of guidelines for remuneration of senior management as well as current remuneration structures and remuneration levels at the Company. The members of the Remuneration Committee are independent in relation to the Company and senior management. When the Board considers and makes decisions regarding remuneration-related issues neither the CEO nor other members of senior management are present if these issues relate to them.

7. Departure from the guidelines
The Board may resolve to temporarily depart from the guidelines, either in their entirety or partially, if in an individual case there are special reasons for so doing and a deviation is necessary to protect the Company’s long-term interests, including its sustainability, or to secure the Company’s financial strength. As stated above, the Remuneration Committee’s tasks include preparing the Board’s decisions on remuneration issues, which includes decisions on deviation from the guidelines.

Proposal for a resolution on principles for the appointment of the Election Committee for the Annual General Meeting of 2021 and instructions to the Election Committee (agenda item 19)
The Election Committee proposes that the company Chairman be appointed as a member of the Election Committee and shall be given the task, in consultation with the three largest owners of the company at 30 September 2020 of appointing three further members. If any of these three owners do not wish to appoint a representative this right is transferred to the fourth largest owner, and so on. In the event that one of the members of the Election Committee represents a shareholder that no longer belongs to the largest share-holders of the company in terms of the number of votes, or for any other reason decides to resign from the Election Committee before the Annual General Meeting of 2021, the other members of the Election Committee shall together have the right to appoint another representative to replace this committee member. The names of the three owners’ representatives and of the shareholders that they represent shall be published no later than six months before the Annual General Meeting of 2021.

The tasks of the Election Committee for the Annual General Meeting of 2021 shall be to submit proposals for the election of a Chairman for the Annual General Meeting, the number of members of the Board, election of the Chairman and other members of the Board, election of the Company’s Auditors, fees and other remuneration for each of the members of the Board, a fee for the Company’s Auditors and a resolution on the Election Committee for the Annual General Meeting of 2022. The Election Committee shall otherwise fulfil the duties incumbent on the Election Committee, as stipulated by the Swedish Code of Corporate Governance.

Documents and information on the right of disclosure
The Annual Report and the Audit Report and the Board’s complete proposals as well as the Board’s statement in accordance with chap 18 § 4 and chap 19 § 22 and the Auditor’s Statement in accordance with chap 8 § 54 of the Swedish Companies Act, and other documents in accordance with the Swedish Companies Act, will be available at the Company and on the Company’s website www.ghp.se no later than Thursday 2 April 2020. The documents will be sent to shareholders who so request and give their postal address.

Shareholders are informed of their right to demand disclosure at the Annual General Meeting both of the conditions that can have an impact on the assessment of a matter under consideration and of the conditions that can have an impact on the assessment of the Company’s or subsidiaries’ financial situation and the Company’s relationship with another Group company.

Number of shares and votes
On the day of issue of this notice of the Annual General Meeting, the total number of shares and votes in the Company amounts to 69,240,877.

Handling of personal data
For information on how personal data is processed in connection with the Annual General Meeting, please refer to the privacy policy that is available on Euroclear’s website (in Swedish).

Gothenburg, March 2020
GHP Specialty Care AB (publ)
The Board of Directors

This is a translation of the Swedish version of the notice. When in doubt, the Swedish wording prevails.