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2016-10-20

Hansa Medical: Notice of Extraordinary General Meeting of Hansa Medical AB (publ)

The shareholders of Hansa Medical AB (publ) are summoned to attend the
Extraordinary General Meeting on 21 November 2016, at 10:30 am CET at
Hansa Medical's offices on Scheelevägen 22, Lund, Sweden.

The shareholders of Hansa Medical AB (publ) are hereby summoned to
attend the Extraordinary General Meeting ("EGM") on 21 November 2016,
at 10:30 am CET at Hansa Medical's offices on Scheelevägen 22, Lund,
Sweden. Registration starts at 10:00 am CET and will be possible
until the meeting starts.

Right to participate
Those who have been recorded as shareholders in the share register
kept by Euroclear Sweden AB as per 15 November 2016, and who, no
later than on 15 November 2016 at 12.00 pm CET, have given notice to
the company of their intent to participate at the EGM, shall have the
right to participate at the EGM. Notice to participate shall be made
in writing to the address Hansa Medical AB (publ), Box 785, SE-220 07
Lund, Sweden or by e-mail to annika.nielsen@hansamedical.com. The
notice shall contain the shareholder's name, personal identity number
or registration number and daytime telephone number and, where
applicable, the number of advisors (maximum two). After giving notice
of participation the shareholder will receive a confirmation. If no
confirmation is received, notice has not been duly given.

A shareholder whose shares are nominee-registered must temporarily
register his/her shares in his/her own name in the share register
kept by Euroclear Sweden AB in order to be entitled to participate in
the EGM. Such registration must be effected no later than on 15
November 2016 and should be requested with the nominee well in
advance.

Proxy
If a shareholder wishes to be represented by proxy, a power of
attorney shall be issued to the proxy. The power of attorney shall be
made in writing, dated and duly signed by the shareholder. If the
shareholder is a legal entity, a copy of the registration certificate
or, if no such document exists, equivalent documentation shall be
included with the notification. The documentation shall certify the
right for the person that has signed the power of attorney to appoint
a proxy for the legal entity. To facilitate registration at the EGM,
the power of attorney shall be provided in original as well as the
registration certificate and other documents of authority shall be
provided to the company before 12.00 pm CET on 15 November 2016. If
the power of attorney and the other authorization documents have not
been submitted in advance, the power of attorney in original form and
other authorization documents must be presented at the EGM. Power of
attorney forms are available at the company and on the company's
website, www.hansamedical.com, and will be sent upon request to any
shareholder who states their postal address.

Proposal of agenda

0) Opening of the meeting

1) Election of chairman of the meeting

2) Preparation and approval of the voting register

3) Approval of the agenda

4) Election of one or two persons to attest the minutes

5) Determination as to whether the meeting has been duly convened

6) The board of directors' proposal for a resolution on a directed issue of ordinary shares

7) The board of directors' proposal to adopt a long-term incentive programme (performance share programme) for employees of Hansa Medical

8) Closing of the meeting

Proposals

The board of directors' proposal for a resolution on a directed issue
of ordinary shares (item 6)

The board of directors proposes that the general meeting resolves to
carry out a directed issue of not more than 2,642,857 new ordinary
shares, entailing an increase in the share capital of not more than
SEK 2,642,857. The right to subscribe for the new ordinary shares in
the directed issue shall, with deviation from the shareholders'
pre-emption rights, be granted certain selected strategic and
institutional investors. The reason for the deviation from the
shareholders' pre-emption rights is that the company shall, in a
timely manner, be able to secure the capital need for the company's
operations, as well as to broaden the ownership structure of the
company with strategic and institutional investors.

The subscription price per ordinary share shall be SEK 70. The basis
for the subscription price has been determined through a so-called
private placement procedure. Subscription for the newly issued
ordinary shares shall take place no later than on 24 November 2016.
Subscription shall be made on a separate subscription list. Payment
for the ordinary shares subscribed shall be made no later than on 24
November 2016. The new ordinary shares shall entitle to dividends
from and including the first record day for dividends following the
registration of the issue. The board shall be entitled to extend the
subscription period. The board shall be entitled to delay the date of
payment. The board of directors, or any person appointed by the board
of directors, shall have the right to make any adjustments or
amendments of the above resolutions which 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.

The board of directors' proposal to adopt a long-term incentive
programme (performance share programme) for employees of Hansa
Medical (item 7)

The board of directors proposes that the general meeting resolves to
adopt a long-term incentive programme in the form of a performance
based share programme for employees of the Hansa Medical group in
accordance with item 7(i) below. Further, the resolution in
accordance with item 7(i) shall be conditional upon that the general
meeting resolves to adopt the hedging arrangements in connection with
the incentive programme, either in accordance with the board of
directors' proposal under item 7(ii) below, or in accordance with the
board of directors' proposal under item 7(iii) below.

Adoption of an incentive programme (item 7(i))

Summary of the programme
The board of directors proposes that the general meeting resolves to
adopt a long-term incentive programme ("LTIP 2016"). LTIP 2016 is
proposed to include all employees of the group, whereby not more than
30 individuals within the Hansa Medical group may participate. The
participants will be granted the opportunity to receive ordinary
shares, free of charge, in accordance with LTIP 2016, so called
"Performance Shares" in accordance with the terms and conditions set
out below.

The company will under LTIP 2016 grant participants the right to
Performance Shares, meaning the right to obtain one Performance Share
free of charge ("Rights"), provided that certain conditions are
fulfilled.

Terms and conditions
A Right may be exercised provided that the participant, with certain
exceptions, from the date of the start of LTIP 2016 for each
participant, up until and including the date three years thereafter
(the "Vesting Period"), maintains its employment within the Hansa
Medical group. The latest possible start date for participation in
LTIP 2016 shall be the date before Hansa Medical's annual general
meeting 2017.

In addition to the requirement for the participant's maintained
employment in accordance with the above, a certain shareholder return
condition, based on the so-called total shareholder return of the
Hansa Medical share is stipulated. A participant's Rights entitle to
Performance Shares if the total shareholder return (the return to
shareholders through an increased share price and reinvestments of
any dividends during the Vesting Period) on the company's ordinary
shares exceeds the below percentage rates during the Vesting Period.

The performance condition is set at a "minimum level" and "maximum
level", where the number of Rights which may result in the granting
of Performance Shares is increased lineally between the minimum level
and maximum level. However, in order for the Rights to entitle to the
granting of Performance Shares, the minimum level has to be reached
or exceeded. If the specified minimum level of the performance
condition is achieved, 25 per cent of each participant's Rights will
entitle to Performance Shares. If the maximum level is reached, 100
per cent of each participant's Rights will entitle to Performance
Shares.

During the Vesting Period, the minimum level, for each participant,
shall be a 25 per cent shareholder return condition and the maximum
level shall be a 100 per cent shareholder return condition.

The Rights
The Rights shall, in addition to what is set out above, be governed by
the following terms and conditions:

· Rights are granted free of charge no later than the day before the
annual general meeting 2017.

· Rights vest during the Vesting Period.
· Rights may not be transferred or pledged.
· Each Right entitles the participant to receive one Performance
Share free of charge after the end of the Vesting Period (with
certain exceptions where the Vesting Period may be accelerated) if
the participant, with certain exceptions, have maintained its
employment within the Hansa Medical group by the end of the Vesting
Period.

· In order to align the participants' and the shareholders'
interests, the company will compensate the participants for any
dividends paid by increasing the number of Performance Shares that
each Right entitles to at the end of the Vesting Period.

Preparation and administration
The board of directors, or a committee established by the board of
directors for these purposes, shall be responsible for preparing the
detailed terms and conditions of LTIP 2016 in accordance with the
above terms and conditions, including provisions on recalculation in
the event of a bonus issue, split, rights issue and / or other
similar events during the Vesting Period. In connection therewith,
the board of directors shall be entitled to make adjustments to meet
foreign regulations or market conditions. The board of directors may
also make other adjustments if significant changes in the Hansa
Medical group or its environment would result in a situation where
the adopted terms and conditions of LTIP 2016 no longer serve their
purpose.

Allocation
The participants are divided into different categories and in
accordance with the above, LTIP 2016 will comprise the following
Rights to be allocated to participants of the different categories:

· the CEO: may be allocated a maximum of 55,000 Rights, entitling
the holder to allotment of not more than one (1) Performance Share
for each Right;

· management (up to 7 individuals): the participants within this
category may, in total, be allocated a maximum of 160,000 Rights.
However, each participant may, as a maximu...

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