Notice of Annual General Meeting with proposal for implementation of an incentive program through issue of convertibles

ANNUAL GENERAL MEEETING IN CAPIO AB (publ)

The shareholders of Capio AB are hereby invited to attend the Annual General
Meeting (AGM) to be held at 4 p.m. CET on Wednesday, 11 May 2016 at Gothenburg
concert hall (Stenhammarsalen) at the address Götaplatsen, Gothenburg, Sweden.
Registration will commence and coffee will be served from 3 p.m. CET.
A. RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING

Shareholders who wish to participate in the AGM must:

firstly, be registered in the share register maintained by Euroclear Sweden AB
no later than Wednesday 4 May 2016, and

secondly, notify the company of their intention to attend the AGM under the
address Capio AB, c/o Euroclear Sweden,“Annual General Meeting”, P.O. Box 191,
SE-101 23 Stockholm, by calling +46 8 402 91 36, weekdays between 9:00 a.m. and
4:00 p.m., or at the website www.capio.com no later than Wednesday 4 May 2016.

In connection with notification, shareholders must state their name, address,
telephone number (daytime), personal or corporate identity number and
information concerning their shareholding. Shareholders or proxies for
shareholders at the AGM may take a maximum of two representatives with them to
the AGM. Representatives may be brought to the Meeting only if the shareholder
gives notice of their attendance as described above for notification of
participation of shareholders. For shareholders who will be represented by proxy
at the AGM, the original version of a signed and dated power of attorney must be
enclosed with the notification. A form for the power of attorney is available on
the company’s website, www.capio.com and will be sent by mail on request to
shareholders who state their address. For those representing a legal entity, a
verified copy of the registration certificate or corresponding document showing
the company’s signatories must also be submitted.

In order to be entitled to participate in the AGM, shareholders whose
shareholding is registered in the name of a trustee must re-register their
shares in their own name at Euroclear Sweden AB. Shareholders who require such
re-registration should notify their trustee well in advance of Wednesday 4 May
2016, when such re-registration must have been completed.

B. AGENDA OF THE ANNUAL GENERAL MEETING

Proposal for agenda
1. Opening of the Meeting.
2. Election of Chairman of the Meeting.
3. Preparation and approval of the list of shareholders entitled to vote at the
Meeting.
4. Approval of the agenda.
5. Election of one or two persons to approve the minutes of the Meeting.
6. Determination of whether the Meeting has been duly convened.
7. The Managing Director’s report.
8. Report on the work of the Board of Directors and the Committees of the Board
of Directors.
9. Presentation of
a) the annual report and the auditors’ report, as well as the consolidated
financial report and auditors’ report on the consolidated financial report for
the financial year 2015,
b) statement from the company’s auditor confirming compliance with the
remuneration guidelines for the CEO and other senior managers that have applied
since the preceding AGM, and
c) the Board’s proposal for appropriation of the company’s profit and the
Board’s motivated statement thereon.
10. Resolutions regarding
a) adoption of the income statement and the balance sheet, and of the
consolidated income statement and the consolidated balance sheet, all as per 31
December 2015,
b) appropriation of the Company’s profit as set forth in the balance sheet
adopted by the Meeting and the record date for dividend distribution, and
c) discharge of the Board of Directors and the Managing Director from personal
liability for the financial year 2015.
11. Determination of the number of members and deputy members of the Board.
12. Determination of the fees to be paid to the Board members and auditor.
13. Election of members of the Board.
14. Election of auditor.
15. Proposal regarding appointment of members of the Nomination Committee.
16. Proposal for remuneration guidelines for the CEO and other senior managers.
17. Proposal regarding a directed issue of convertibles and approval of a long
-term incentive program (Convertible Program 2016/2021).
18. Closing of the Meeting.
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.