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2016-05-11

Capio AB: Annual General Meeting in Capio AB

At the Annual General Meeting in Capio AB (publ) held today mainly the
following was resolved.

Election of Board of Directors, auditor and fees

The AGM re-elected Anders Narvinger, Gunnar Németh, Gun Nilsson and
Fredrik Näslund and elected Birgitta Stymne Göransson, Pascale
Richetta, Michael Flemming and Arnaud Bosquet as ordinary members of
the Board. Anders Narvinger was re-elected Chairman of the Board and
Gunnar Németh Vice Chairman of the Board. The accounting firm Ernst &
Young AB was re-elected as auditor, whereby the accounting firm has
informed that the authorised public accountant Staffan Landén will
continue as auditor in charge.

The fees to the Directors shall be allocated with SEK 800,000 to the
Chairman, SEK 450,000 to the Vice Chairman and SEK 350,000 to each of
the other Directors elected by the AGM and not employed by the
company. An additional compensation of SEK 20,000 per meeting in
person for travelling time will be offered to the Directors Pascale
Richetta and Michael Flemming. The chairman of the Finance and Audit
Committee shall receive SEK 150,000 and a member thereof SEK 50,000,
the chairman of the Remuneration Committee shall receive SEK 50,000
and a member thereof SEK 50,000, and the chairman of the Medical
Quality Committee SEK 150,000 and a member thereof SEK 75,000. The
auditor shall be remunerated according to agreement.

Dividend

In accordance with the Board's proposal, the AGM resolved to declare a
dividend of SEK 0.50 per share. Friday 13 May 2016 was determined as
record day for the payment of dividend. Payment from Euroclear Sweden
AB is expected to commence on 18 May 2016.

Nomination Committee

The Meeting approved the Nomination Committee's proposal regarding
principles for appointment of members of the Nomination Committee,
mainly entailing that the Nomination Committee as a main rule shall
comprise representatives of the five largest shareholders in terms of
the number of votes, pursuant to Euroclear Sweden AB's register as of
31 August the year before the AGM, and the Chairman of the Board. The
principles shall apply until a general meeting resolves otherwise.

Guidelines for remuneration for the CEO and other senior managers

The AGM resolved on the adoption of guidelines for remuneration for
the CEO and other senior managers principally entailing that the
remuneration shall consist of a fixed salary, possible variable
remuneration, other benefits and pension and should correspond to
market conditions and be competitive in the senior manager's relevant
labor market. The variable remuneration shall be maximized to 60 per
cent of the fixed gross salary. The variable remuneration shall not
qualify for pension unless local regulations provide otherwise. The
Board shall annually consider whether a share or share price related
incentive program shall be proposed to the general meeting.

The notice period shall not exceed 12 months. In case of notice of
termination by the company, the combined notice period and the period
during which severance payment is paid should not exceed in aggregate
24 months. Pension benefits should if possible be defined by
contribution but may also be defined by benefit, or combination
thereof, and should entitle the senior manager to pension payments
from the age of 65 at the earliest, unless local regulations provide
otherwise.

Convertible Program 2016/2021

The AGM resolved to approve the Board's proposal to implement a
long-term incentive program for employees in the Capio Group
entailing an issue of convertible bonds.

The resolution entails that the company shall issue convertible bonds
in a few different series in SEK and EUR, respectively, in an
aggregate nominal amount of maximum SEK 200,000,000.

The right to subscribe for the convertible bonds shall be granted to
employees of the Capio Group who on 30 April 2016 had employment in,
or had entered into an employment agreement with, a company within
the Capio Group and had not given or been given notice of termination
of employment, and to certain consultants in Capio Norway working at
least 50 percent.

The subscription price for each convertible bond shall be equal to its
nominal value, which shall correspond to the market value of the
convertible bond. The convertible bonds may be converted into new
shares in Capio AB during the period commencing on 25 July 2021 up to
and including 15 August 2021. The conversion rate shall be calculated
at 120 percent of the average volume weighted share price for the
Capio share according to Nasdaq Stockholm's official share price list
during the period 11 May 2016 up to and including 18 May 2016. The
issue of convertibles entails a dilution of maximum 2.5 per cent in
relation to the number of shares and votes in the company.

For information, please contact:
Olof Bengtsson, CFO
Telephone: +46 761 18 74 69

Kristina Ekeblad, Investor relations manager
Telephone: +46 708 31 19 40

Henrik Brehmer, SVP Group Communication & Public Affairs
Telephone: +46 761 11 3414

Capio AB (publ) is required to publish the above information under the
Swedish Financial Instruments Trading Act. The information was
submitted for publication on May 11, 2016 at 18:30 CET.

Capio AB (publ) is a leading, pan-European healthcare provider
offering a broad range of high quality medical, surgical and
psychiatric healthcare services in four countries through its
hospitals, specialist clinics and primary care units. In 2015,
Capio's 12,360 employees provided healthcare services during 4.6
million patient visits across the Group's facilities in Sweden,
Norway, France and Germany, generating net sales of MSEK 13,486.
Capio operates across three geographic segments: Nordic (54 percent
of Group net sales 2015), France (38 percent of Group net sales 2015)
and Germany (8 percent of Group net sales 2015). For more information
about Capio, please see www.capio.com.

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http://news.cision.com/capio-ab/r/annual-general-meeting-in-capio-ab,c20...
http://mb.cision.com/Main/277/2007107/514556.pdf

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