Corporate Governance
The Nomination Committee consists of the following persons:
Håkan Svanberg, appointed by Håkan Svanberg & Co Health Care AB, Chairman of the Nomination Committee
Heinz-Juergen Bertram, appointed by Symrise AG
Anna Magnusson, appointed by Första AP-fonden
The Nomination Committee’s task is to submit to the Annual General Meeting proposals regarding the number of
Board members and deputes, Board composition and its Chairman, Board and Auditors’ fees, decisions on nomination committee, chairman of the Annual General Meeting and election of auditors.
Shareholders who wish to submit proposals to the Nomination Committee must do so in writing at the latest on March 4th, 2024 to valberedningen@swedencare.se or the following address:
Att: Nomination Committee
Swedencare AB
Medeon Science Park
Per Albin Hanssons väg 41
205 12 Malmö, SWEDEN
Principles for Nomination Committee
The company shall, in due time, provide information on the names of the members of the nominating committee on the company’s website. The nominating committee consists of the three largest shareholders as of September 30th, 2023. The previous year’s nomination committee chairman contacts and confirms the representatives of the three largest shareholders who will participate in the nomination committee.
Swedencare
The parent company Swedencare AB (publ) is responsible for the strategy, business planning and management. This is done by the control of trademarks, patents, sales rights, cooperation agreements and as parent company of the subsidiaries. The parent company´s head office is located at Medeon Science Park in Malmö, Sweden.
Subsidiaries/Sales Company
Swedencare owns 100% of the shares to all subsidiaries which are responsible for the production, sales and marketing for its individual regions. The subsidiaries provide a monthly financial report as well as a sales progress to Swedencare. The group also have a common consolidation and reporting system. Through the local market knowledge of the subsidiaries, the marketing can be customized and the local customer preferences and new products can easily and effectively be identified. The subsidiaries are located and managed in Greece, Spain, France, Great Britain, Ireland, Sweden, USA, Canada and Italy.
The Board of Directors are responsible for the Company’s strategic and financial targets and, together with the management, for the strategic planning. In the BoD, there is an extensive experience of international sales and marketing as well as a wide international network. The Managing Director and CFO are responsible to provide a business plan in line with the BoDs strategic and financial targets. They are also responsible for financial planning, and questions and communication with the stock exchange. The CEO of the Company, together with the managing directors of the subsidiaries, is a management team responsible for product development as well as sales and marketing.
Håkan Svanberg
Board Chairman since 2022 – born 1957.
Entrepreneur and owner of several companies within IT, travel and finance. Master of Philosophy from Örebro University.
CEO of SVANBERG & CO INVEST AB. Board member of K3 Nordic AB, SVANBERG & CO INVEST AB, Sibe Förvaltning, K3 Travel, Kilkok Software, Svanberg Factoring, Treberg Holding AB and CYTO 365.
Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: No
Holding*: 23 077 775
Johan Bergdahl
Member of the board since 2014 – Born 1970.
Entrepreneur and owner to several companies within sales, IT and property management. Degree in market economy from Nercia Business School.
President of the board in BR Group AB. Member of the board in Comera AB, IB förvaltning AB, JCC Group AB, BR Group Holding AB, BR Group Fastigheter AB, Sibe förvaltning AB, Sjödins Stenhuggeri, Casa del Padel Bettorp.
Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: No
Holding*: 7 526 755
Heinz-Jürgen Bertram
Member of the board since 2023 – Born 1958.
Former CEO of Symrise AG and prior to that member of the board of Symrise from 2006 – 2021. Employed by Symrise from 2003 and held different leading positions within the company such as Global Head of Aroma Chemicals Division, Global Head of Operations and Global Head of Flavor & Nutrition. Chemistry Degree and Chemistry PhD from University of Hannover.
Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: No
Holding*: -
Sara Brandt
Member of the board since 2019 – Born 1963.
Senior Business Advisor and former Deputy CEO of Almi AB and before that a number of senior positions as CEO of Berner Nordic and Coca-Cola AB. Extensive operating and board experience from Swedish and international B2C and B2B companies with a focus on sustainable growth and development in different industries and product categories. Master of Business Administration from Handelshögskolan in Stockholm.
Former board member of Almi Invest GreenTech, Almi Företagspartner Stockholm Sörmland, ClearOn and Moberg Pharma.
Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: Yes
Holding*: 5 500
Thomas Eklund
Member of the board since 2016 – Born 1967
Advisor to Patricia AB (Investor AB) and former Managing Director of Investor Growth Capital in Europe. Extensive experience of investments and business development within the healthcare market.
Chairman of the Board of Immedica Pharma AB and Mabtech AB. Member of the Board of Boule Diagnostics AB and Surgical Science AB.
Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: Yes
Holding*: 953 582
Jean-Yves Parisot
Member of the board since 2022 – Born 1964
CEO of Symrise AG and prior to that President of the Taste, Nutrition & Health segment, and board member of Symrise Group. Chairman of the Board of Probi and VetagroSup and prior to that, senior positions at e.g. Diana, Air Liquide, Danisco, Rhodia Food, Rhône-Poulenc, Rhône Mérieux – Mérial and Pfizer Animal Health. Doctor of Veterinary Medicine from the National Veterinary School of Lyon (VetAgroSup – France) and holds an MBA from HEC-ISA (France).
Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: No
Holding*: -
Ulrika Valassi
Member of the board since 2022 – Born 1967
Board member and senior business advisor. Former head of credit for Landshypotek Bank and before that several senior positions within the SEB group. Recently involved in DBT’s start-up year. Extensive experience in banking and financial markets, structural investments and company development. Currently board member of Ålandsbanken Abp and Sparbanken Sjuhärad. Bachelor of Economics from Uppsala University.
Independent in relation to the company/company management: Yes
Independent in relation to the company’s major owners: Yes
Holding*: 2 000
* Own or related holdings of shares and other financial instruments in Swedencare. Holdings include related parties per 2024-06-30.
Håkan Lagerberg
CEO
Håkan holds the leading position since 2014. Håkan has international experience from leading positions in private and public companies. Bachelor Degree in International Law from Lunds University. Postgraduate in International Trade Law from University of Torino in Italy.
He is also a Chairman of the Board of One CC AB. Member of the Board of Directors of Polygiene AB (publ), HAOLAG AB, Mastan AB and of Swedencare´s subsidiaries.
Number of Shares* in Swedencare: 5 675 666
Jenny Graflind
CFO
Jenny has been employed and holds the leading position since 2017.
She has a long international background as CFO and previously as chief financial officer as well as auditor of global groups, both privately owned and owned by risk companies. Jenny has a Bachelor of Science in Management from Florida Atlantic University.
Board member in USWE Sports AB, Tammeo AB and board assignments in Swedencare’s subsidiaries.
Number of Shares* in Swedencare: 175 000
John Kane
Production Director
John has the leading position since 2022 and has been employed of the Vetio production entities since 2015. John has over 28 years of experience as a CEO and VP/GM of public and private companies in Specialty Chemicals, Human Nutrition, and Animal Health industries. Prior to Animal Health, John worked for Balchem Corporation, managing their Human Nutrition and Health business.
Bachelor of Science in Chemical Engineering from Villanova University and MBA from Wilmington University. Board Member of Sabai Global.
Number of Shares* in Swedencare: 51 972
Brian Nugent
CCO of the North American veterinary- and online operations
Brian has held this position since 2022 and been employed as for the subsidiary StratfordCare USA Inc. since 2011. Brian has over 20 years of experience as founder, COO and CEO of several successful animal health companies based in the US. Before Brian started working within animal health he was operations manager for the Tampa Bay Buccaneers in the National Football League (NFL).
Bachelor of Science in Multinational business operations from Florida State University.
Number of Shares* in Swedencare: 325 000
Laszlo Varga
CCO of Europe
Laszlo has the leading position since 2023. Laszlo has a long international experience in leading positions in companies focusing on direct sales to consumers, including as CEO of deWiz Golf, Gents and Euroflorist.
Bachelor of Arts Communication from San Diego State University. Board member of CoolStuff AB.
Number of Shares* in Swedencare: 15 950
* Holdings include related parties per 2024-06-30.
Europe
Loïc Dufour
Country manager of the subsidiary Swedencare France SARL (Buccosanté)
Loïc has been employed since May 2021. Over 14 years of experience in marketing, communication, and sales team management in the Pet sector in France.
Marketing license, IUT Lens. No other assignments.
Number of Shares* in Swedencare: -
Chris Jones
MD of the subsidiary Nutravet UK LTD
Chris has been employed since 2021. Over 10 years of experience within the nutraceutical industry as Operations Director for one of UK’s leading nutraceutical manufacturers.
Bachelor of Business Administration from Lancaster University. No other assignments.
Number of Shares* in Swedencare: 6 431
John Leonard
MD of the subsidiaries Swedencare UK LTD
John has been employed since 2004. Over 20 years of experience in the oral health industry as Sales Manager at TePe and Colgate and development manager at CTS dental.
HND Business & Finance from Teesside University. No other assignments.
Number of Shares* in Swedencare: 349 546
Ioanna Psychogiou
Country Manager of the subsidiary Biovet I.K.E
Ioanna has been employed since 2012. Background as a manager of Biovet and experience in the pet and veterinary markets.
Physics Degree and Master’s Degree in Electronic Telecommunication of Technology. No other assignments.
Number of Shares* in Swedencare: 156 790
David Ryder
Director of the subsidiary Custom Vet Products Ltd and Swedencare Ireland LTD
David has been employed since 2012. Over 17 years of experience in sales management and marketing in the animal health Industry.
MSC in Computing and business information systems from Liverpool John Moore’s University. No other assignments.
Number of Shares* in Swedencare: 620 095
Raquel Tosca
Country Manager of the subsidiary Swedencare Spain SLU.
Raquel has been employed since 2019. An international background in international business, marketing and communications most recently from the animal health company Laboratorios Calier.
Master’s degree in Marketing, Communication & Digital Publicity from UOC University in Barcelona and Inesdi Digital Business School. No other assignments.
Number of Shares* in Swedencare: -
Sabine Uhde
Head of the Nordic subsidiary Swedencare Nordic AB
Sabine has been employed since 2015. Background as a department manager and from the marketing department on TT-line.
Degree in Real Estate. No other assignments.
Number of Shares* in Swedencare: 700
Renato della Valle
CEO of the subsidiary Innovet Italia SRL
Renato has been employed since 1996. Founder and CEO of Innovet since 1996. Renato’s experience is mainly in developing and marketing over-the-counter small animal products.
High school graduation in agriculture. No other assignments.
Number of Shares* in Swedencare: 606 799
USA
Tim Ackerman
MD of the subsidiary Fulfillment Advantage Ventures INC (FAV)
Tim has been employed since 2021. A strong background in retail, online distribution and sales. His experience has focused on licensed products and consumables.
MBA from Fairleigh Dickenson University and a BS in Marketing from Rider University. No other assignments.
Number of Shares* in Swedencare: -
Manuel Aguiar
General Manager of the subsidiary Vetio South
Manuel has been employed since 2002. Over 28 years of experience in the pharmaceutical and Animal Health industries, Manuel held a variety of roles and capacities in Canada where he participated in the design and commission of the Vetio North manufacturing facility. Manuel migrated to Vetio South in 2021 where he manages both the food and pharma facilities.
Analytical Chemistry background from Dawson College & Concordia University. No other assignments.
Number of Shares* in Swedencare: 78 640
Lynn Bowgren
MD of the subsidiary RX Vitamins Inc.
Lynn has been employed since 2021. Over 25 years of experience in the animal health industry, in a variety of capacities with experience in manufacturing, veterinary distribution, marketing, and pharmaceutical sales. Previously a Senior Account Manager for Covetrus, formerly known as Henry Schein Animal Health. Lynn has a strong background in sales, marketing, communications, and brand management. Founder of Axiom Direct Inc. Since 2021.
No other assignments.
Number of Shares* in Swedencare: -
Alain R Dugal
General Manager of the subsidiary Vetio North
Alain has been employed since 2021. Over 29 years of experience in all aspects of operations/plant management in pharmaceutical/cosmetics/food.
Degrees in Molecular Biology and Biochemistry from Concordia University and Operations management in Hautes Études Commerciales in Montréal. No other assignments.
Number of Shares* in Swedencare: -
Geoff Granger
CEO of the subsidiary NaturVet
Geoff has been employed since 2023. Over 28 years of experience in leadership roles at national big box retailers in the U.S market. Previously worked at Petco for 11 years and drove the strategic priorities for their pet health and wellness categories.
Bachelor of Arts in political science from the University of California, Los Angeles (UCLA). No other assignments.
Number of Shares* in Swedencare: -
Ed Holden
MD of the subsidiary Pet MD Brands LLC
Ed has been employed since 2011. Over 10 years of experience in Online Marketing and eCommerce. Founder and MD of Pet MD Brands since 2011.
Degree in Management Information Systems from Loras College. No other assignments.
Number of Shares* in Swedencare: 218 334
Jim Van Proosdy
Chief Operations Officer of the subsidiary Stratford Care
Jim has been employed since 2022.
Over 41 years of experience in animal health, management positions with Bayer, Merial, Boehringer Ingelheim, Jurox, MAI and Virbac. During Jim’s business experience he has held positions in sales, marketing, operations and general management, these corporate experiences have encompassed all production and companion animal species and segments within the industry.
Bachelor of science in education from The University of Wisconsin. No other assignments.
Number of Shares* in Swedencare: -
Brian Thomas
CEO of the subsidiary MedVant Inc.
Brian has been employed since 2024. Over 20 years experience in the Animal Health industry in senior executive roles. Founder and CEO of MedVant since 2020.
MBA and B.Com from University of Guelph. No other assignments.
Number of Shares* in Swedencare: 130 939
Martin Shimko
MD of the subsidiaries SwedencareUSA INC and Tillverka Inc.
Martin has been employed since 2005. A background as a management trainee from NASSCO and the management group in The Bohle Co.
Bachelor of Science in Engineering from the University of Michigan and a degree in accounting from the University of California LA. No other assignments.
Number of Shares* in Swedencare: 1 325 000
*Holdings include related parties per 2024-06-30 .
Articles of Association for Swedencare AB (publ) (556470-3790)
1. COMPANY NAME
The company name is Swedencare AB (publ). Public company.
2. REGISTERED OFFICE
The registered head office of the company is in the municipality of Malmö.
3. OBJECTS OF THE COMPANY
The company objective is, directly or indirectly, the development, manufacture and sale of products within the area of animal healthcare and preventive dental care and other business compatible therewith.
4. SHARE CAPITAL
The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.
5. NUMBER OF SHARES
The number of shares shall be not less than 50,000,000 and not more than 200,000,000.
6. FINANCIAL YEAR
The company’s financial year shall be calendar year.
7. BOARD OF DIRECTORS
The board of directors shall consist of not less than three and not more than seven board members with not more than two deputy board members. The board members and deputy board members are elected annually for the period until the close of the first annual general meeting held after the year in which the board member or deputy board member was appointed.
8. AUDITOR
For audit of the company’s annual report, the accounts and the administration of the board of directors and managing director, not less than one auditor and not more than two auditors with or without deputy auditors shall be elected.
9. ANNUAL GENERAL MEETING
The following matters shall be addressed at the annual general meeting:
1. Election of a chairman at the meeting;
2. Preparation and approval of the voting list;
3. Election of one (1) or two (2) persons to verify the minutes of the meeting;
4. Approval of the agenda;
5. Determination of whether the meeting was duly convened;
6. Submission of the annual report and the auditor’s report, and if applicable, the group accounts and the auditor’s report for the group;
7. Resolutions
1. regarding the adoption of the income statement and balance sheet, and if applicable, the consolidated income statement and the consolidated balance sheet
2. regarding allocation of profit or loss in accordance with the adopted balance sheet
3. regarding the discharge from liability of the board members and, where applicable, of the managing director;
8. Determination of fees for the board of directors and, where applicable, for the auditors;
9. Election of the board of directors and auditors;and
10. Other matters which rest upon the meeting according to the Swedish Companies Act or the company’s articles of association.
10. NOTICE TO ATTEND
Notice to attend a general meeting shall be advertised in Post- och Inrikes Tidningar (The Official Swedish Gazette) and on the company website. At the time of notice, information about the notice shall be advertised in Dagens Industri. The notice shall immediately, and at no cost for the recipient, be sent by post to those shareholders who so request and state their address
Notice to attend an annual general meeting and notice to attend an extraordinary general meeting at which the issue of alterations of the articles of association is to be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend an extraordinary general meeting other than such as mentioned above shall be issued not earlier than six weeks and not later than two weeks prior to the general meeting.
11. APPLICATION IN ADVANCE
A shareholder, who wishes to participate at the general meeting, shall notify the company thereof not later than on the date specified in the notice to attend the general meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting. If the notice to attend the general meeting does not state a last day for notification, then notification is not required in order to participate at the general meeting. A shareholder who wishes to be accompanied by advisors at a general meeting shall state the number of advisors (not more than two) accompanying the shareholder in the application.
12. CSD CLAUSE
The company’s shares shall be registered in a CSD (central securities depository) register in accordance with the Financial Instruments (Accounts) Act (1998:1479).
13. COLLECTION OF PROXIES AND POSTAL VOTES
The board of directors may collect proxies in accordance with the procedure specified in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act.
The board of directors may, prior to a general meeting of the shareholders’, decide that the shareholders shall be able to exercise their voting rights by post before the general meeting of the shareholders’. Further, the board of directors may adopt a resolution that a general meeting shall be held digitally.
____________________
Articles of Association adopted at the general meeting held on April 25, 2024
At the 2023 Annual General Meeting, the authorized auditing firm Deloitte AB was appointed for a one-year period up to and including the 2024 Annual General Meeting. The auditor reviews the company’s annual report, interim report for the third quarter, and accounting, as well as the Board’s and the CEO’s administration.
Swedencare’s AUDITOR
Maria Ekelund
Principal auditor
Authorized Public Accountant at Deloitte AB.
Auditor in the group since 2023.
