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Bulletin from Extraordinary General Meeting in Bioservo (regulatory information)

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25 Mar, 2022  ·  Regulatory information

Reviewing Notice to Annual General Meeting in Bioservo Technologies AB (publ)

The shareholders of Bioservo Technologies AB (publ), reg. no. 556650-7264 (”Company”), are hereby summoned to the annual general meeting on Tuesday 3 May 2022 at 4.00 p.m., Torshamnsgatan 35, Kista.

Right to attend the Meeting
Shareholders who wish to attend the meeting, must

  1. be registered the share register maintained by Euroclear Sweden AB as of Monday 25 April 2022,
  2. also to register with Bioservo by mail to Bioservo AB (publ), Torshamnsgatan 35, 164 40 Kista or by e-mail to invest@bioservo.com, latest on Wednesday 27 April 2022. Notification shall include the shareholders name, personal identification number/corporate registration number, shareholding, address, telephone number, as well as, wherever applicable, details of representatives, proxies, and advisors.

Nominee-registered shares
For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the meeting. In addition to giving notice of participation such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date, Monday 25 April 2022. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own names must, in accordance with the respective nominee´s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than Wednesday 27 April 2022, will be taken into account in the preparation of the share register.

Proxy
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The power of attorney may not be valid for a longer period than five years from its issuance. A copy of the power of attorney and certification should be submitted to the Company by post at the address mentioned above in duly time prior to the Meeting. Power of attorney in original and registration certificate must also be presented at the AGM. The form for power of attorney will be available via the Company's website, www.bioservo.se, and sent free of charge to the the shareholders who request it and state their postal address.


Annual report
The annual report and the auditor’s report will be available on the Company’s website www.bioservo.com on 31 Mars 2022. These documents can also be sent to shareholders who so request and who inform the Company of their postal address.

Proposed agenda

  1. Opening of the Meeting
  2. Appointment of chairman of the Meeting
  3. Preparation and approval of the voting list
  4. Election of one or two persons to approve the minute
  5. Approval of the agenda
  6. Determination that the Meeting has been duly convened
  7. Submission of the annual accounts and the auditor
  8. Resolution regarding:
    a)   the adoption of the income statement and the balance sheet

    b)   appropriation of the Company’s results in accordance with the adopted balance sheet
    c)   discharge of the members of the board of directors and the managing director from liability
  9. Determination of fees for members of the board of directors and auditors
  10. Election of members of board of directors and election of auditor
  11. Resolution regarding adoption of updated articles of association
  12. The board of directors’ proposal regarding authorization for the board of directors to resolve on issue of new shares
  13. Resolution regarding adoption of new performance-based long-term incentive program LTIP 2022
  14. Closing of the Meeting

Proposed for decision

Election of chairman of the meeting (item 2)
Anders Lundmark is proposed as chairman of the Annual General Meeting.

Fees to the Board and auditors (item 9)
The Board of Directors proposes that unchanged annual fees be paid to the Board of Directors of SEK 200,000 to the Chairman of the Board and SEK 80,000 to each of the other Board members and that the auditor be paid according to approved invoice.

Election of members of board of directors and election of auditor (item 10)
The nomination committee proposes that the number of Board members on the Board should be reduced from six (6) to five (5). The Nomination Committee proposes re-election of the Board members Anders Lundmark, Margit Alt Murphy, Runar Bjorklund, Nikolaj Sorensen and Kerstin Valinder Strinnholm. As the Chairman of the Board, it is proposed that Anders Lundmark be re-elected. Kunal Pandit has declined re-election.

The nomination committee proposes to re-elect Mazar SET Revisionsbyrå AB as appointed auditor for the period until the end of the next Annual General Meeting. Should Mazar SET Revisionsbyrå AB be appointed auditor, Anna Stenberg from will be principal auditor.

Resolution regarding adoption of updated articles of association (item 11)
The Board of Directors proposes that the Meeting adopts of an updated wording in the articles of association concerning share capital and amount of shares as follows.

Current wording Proposed updated wording
§ 4 Share capital
The Company’s share capital shall be no lower than
SEK 1,200,000 and no higher than SEK 4,800,000.
§ 4 Share capital
The Company’s share capital shall be no lower than
SEK 3,600,000 and no higher than SEK 14,400,000
§ 5 Amount of shares
The amount of shares in the Company shall be no
ower than 6,000,000 and no higher than 24,000,000.
§ 5 Amount of shares
The amount of shares in the Company shall be no
ower than 18,000,000 and no higher than 72,000,000.


The Board of Directors proposes that the Meeting authorizes the CEO, or any person appointed by the CEO, to take minor measures concerning adjustments in above proposal which may be necessary in connection with registration with the Swedish Companies Registration Office.

Authorization for the board of directors to resolve on issue of new shares (item 12) 
The Board of Directors proposes that the Meeting authorizes the Board of Directors to, for the period until the next Annual General Meeting, on one or more occasions, decide on (i) a new issue with prerogative right for current shareholders to the extent of the limit of the share capital following the change under item 11 above, and (ii) new issue with derogation from the shareholders’ prerogative right which can not result in the the Company’s registered share capital or its amount of shares increase with more than 20 percent in relation to the time of the Annual General Meeting. The issue may be made with or without deviation from the shareholders' preferential rights and against cash payment, payment by kind, by set-off or otherwise with terms according to Chapter 2. Section 5, second paragraph, 1-3 and 5 the Swedish Companies Act. The purpose of the authorization is for the Company to be able to issue shares to enable payment of the purchase price when acquiring a company or business and to be able to make targeted issues with a view to acquiring capital for the Company. For decisions according to the Board's proposal, it is required that the AGM's decision be assisted by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.

Number of shares and votes
The total number of shares and votes in the Company, as of the date of the notice, amounts to 18,957,985 of which each share is representing one vote. [The company does not hold any own shares on the day of this notice.]

Resolution regarding adoption of new performance-based long-term incentive program LTIP 2022 (item 13)
The Board of Directors of the Company proposes that the General Meeting pass a resolution on the implementation of a long-term incentive program 2022 (”LTIP 2022”). The proposal is divided into the following items.

A.    Resolution regarding issue and approval of transfer of warrants, series 2022-2025 A and series 2022-2025 B
B.    Other matters in relation to the LTIP 2022


A.1    Issue of warrants, series 2022-2025 A
The Board of Directors of the Company proposes that the General Meeting resolve to carry out a private placement in respect of not more than 30,000 warrants of series 2022-2025 A, entailing an increase in the share capital of not more than SEK 6,000 if the private placement is fully taken up.

A.2    Issue of warrants, series 2022-2025 B
The Board of Directors of the Company proposes that the General Meeting resolve to carry out a private placement in respect of not more than 60,000 warrants of series 2022-2025 B, entailing an increase in the share capital of not more than SEK 12,000 if the private placement is fully taken up. 


1.   The resolutions according to A.1 – A.2 shall otherwise be governed by the following terms and conditions

1.1    The right to subscribe for the warrants, with derogation from the shareholders’ pre-emption rights, shall vest in the Company, with right and obligation to transfer the warrants to present and future employees in the Company in accordance with below. 
No oversubscription is allowed.

1.2   The reason for derogation from the shareholders’ pre-emption rights is to implement an incentive programme through which present and future employees in the Company shall be able to become long-term owners and participate in and work for a positive growth of value of the Company’s share for the period that the programme covers, and to ensure that the Company can keep and recruit qualified and motivated personnel.

1.3   The warrants shall be issued at no consideration.

1.4   Subscription for the warrants shall take place on the same day as the date of the resolution to issue warrants. The Board of Directors shall be entitled to extend the subscription period. 

1.5   Each warrant entitles the holder to subscribe for one new share in the Company.

1.6   The warrants may be execised to subscription for new shares during the following periods:

A)    Commencing on 20 May 2025, up to and including 20 June 2025 for series 2022-2025 A.

B)    Commencing on 25 November 2025, up to and including 25 December 2025 for series 2022-2025 B.


1.7    The subscription price per share shall be calculated in accordance with the following:

A)    For warrants of series 2022-2025 A, the subscription price per share shall correspond to 150 percent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the 10 trading days that immediately follows 3 May 2022, however, at least SEK 0.2.

B)    For warrants of series 2022-2025 B, the subscription price per share shall correspond to 150 percent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for the share during the 10 trading days that immediately follows 8 November 2022, however, at least SEK 0.2.


1.8    Any share premium shall be transferred to the unrestricted premium reserve. 

1.9    The shares subscribed for based on the warrants shall carry a right to participate in dividends for the first time on the next record date for dividends, which occurs after subscription is completed.

1.10    Other terms and conditions according to the complete terms and conditions for series 2022-2025 A and series 2022-2025 B.

2.   Approval of transfer of warrants, series 2022-2025 A 

2.1   The Board of Directors proposes that the General Meeting approves the Company’s transfer of warrants series 2022-2025 A in accordance with the following.

2.2   The right to acquire warrants from the Company shall vest in one category of participants (the ”Participant”) in accordance with the table below.

2.3    Initially, the Participant will be offered to acquire warrants in accordance with the table set out below.

Category Number of Participants Number of warrants per Participant Total number of warrants
Senior executives whom
have not been offered to
participate in an LTIP
Max. 1 Max. 30,000 Max. 30,000

            
2.4   The warrants shall be transferred at no consideration to the Participant, which means that the Participant is taxed on the benefit at the time of acquisition and the Company pays social security contributions on the benefit, see section B1.1 below. 

2.5   Allotment to the Participant requires that the warrants can be legally acquired and that, in the Board of Director’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources.

2.6   Application for acquisition of warrants shall take place no later than 17 May 2022. The Board of Directors is authorized to extend the application period.

2.7   The Company reserves the right to repurchase warrants if the Participant’s employment with the Company is terminated or if the Participant in turn wishes to transfer warrants. In addition, the Company reserves the right to repurchase warrants during a certain period of time at the end of the term of the warrants. 

2.8   The warrants shall otherwise be governed by market terms. Warrants held by the Company that are not transferred to Participants or that is repurchased from Participants, may be cancelled through a decision by the Board of Directors. The cancellation shall be notified to the Swedish Companies Registration Office. 

3.    Approval of transfer of warrants, series 2022-2025 B 
3.1   The Board of Directors proposes that the General Meeting approves the Company’s transfer of warrants series 2022-2025 B in accordance with the following.

3.2   The right to acquire warrants from the Company shall vest in one category of participants (the ”Participants”) in accordance with the table below.

3.3   Initially, each Participant will be offered to acquire warrants in accordance with the table set out below. Any remaining warrants may be allotted to Participants pro rata, based on the maximum number of warrants per Participant in relation to the total number of warrants of series 2022-2025 B. However, such allotment may at most result in that the maximum number of warrants per person within a particular category is exceeded by fifty (50) percent.

Category Number of Participants Number of warrants per Participant Total number of warrants
Future employees in the
management group
Max. 3 Max. 30,000 Max. 60,000


3.4   The warrants shall be transferred at no consideration to Participants, which means that the Participant is taxed on the benefit at the time of acquisition and the Company pays social security contributions on the benefit, see section B1.1 below. 

3.5   Allotment requires that the warrants can be legally acquired and that, in the Board of Director’s opinion, such acquisition can take place using a reasonable amount of administrative and financial resources.

3.6   Application for acquisition of warrants shall take place no later than 22 November 2022. The Board of Directors is authorized to extend the application period.

3.7   The Company reserves the right to repurchase warrants if the Participant’s employment with the Company is terminated or if the Participant in turn wishes to transfer warrants. In addition, the Company reserves the right to repurchase warrants during a certain period of time at the end of the term of the warrants. 

3.8   The warrants shall otherwise be governed by market terms. Warrants held by the Company that are not transferred to Participants or that is repurchased from Participants, may be cancelled through a decision by the Board of Directors. The cancellation shall be notified to the Swedish Companies Registration Office. 

B.   Other matters in relation to the LTIP 2022

1.1   Costs 
As the warrants are granted free of charge to the participants, LTIP 2022 involves costs for the Company in terms of the IFRS 2 cost as well as social security. The cost for LTIP 2022 is calculated to amount to approximately SEK 133,000, excluding social contributions, accounted in accordance with IFRS 2 based on the following assumptions: (i) that 90,000 warrants are granted, (ii) that the share price, at the time of grant, is SEK 8 per share and (iii) that the fair market value per warrant is calculated at SEK 1.48 (see section B1.4 below). Based on the same assumptions as above, and subject to social contributions of 31.42%, the costs for social contribution costs are estimated to SEK 42,000. The total cost for LTIP 2022, including costs according to IFRS 2, is therefore estimated at SEK 175,000. Only the social contribution costs have an effect on the Company's cash flow.

1.2   Effect on important key ratios 
Given above assumptions concerning extent and costs, as well as LTIP 2022 was entered into under 2021 instead, it’s being calculated that the key ratio equity capital per share for the full year of 2021 solely would have been affected marginally.

1.3   Dilution of existing shares and votes
Based on the number of shares and votes outstanding in the Company, the LTIP 2022 implies, upon exercise of all 90,000 warrants, a full dilution corresponding to approximately 0.47 percent of the total number of shares and votes outstanding in the Company, however, subject to the recalculation of the number of shares that each warrant entitles to subscribe for that may occur as a result of certain issues etc. Together with previous outstanding incentive programmes, the total dilution, calculated in the same manner, is 5.89 percent.

1.4   Calculation of the market value 
The preliminary market value has been established based on a calculated market value for the warrants, applying the Black & Scholes valuation model calculated by PwC. 

The preliminary value is calculated to SEK 1.48 per warrant based on a share price of SEK 8.0, a subscription price per share of SEK 12.00, a term of 3.1 years, a risk free interest rate of 0.52 percent and a volatility of 45 percent.

The preliminary calculation above assumes that no dividends are paid to shareholders during the warrant’s term, or that such dividends are fully compensated for by recalculation in accordance with market practice.

The final valuation of the warrants takes place in connection with the Participant’s acquisition of the warrants and will be based on market conditions at that time.

1.5   Other share-related incentive programmes
The Company’s share-related incentive programs are described on page 15 in the Company’s annual report for the financial year 2021.

1.6   Authorizations for the Board of Directors 
The General Meeting authorizes the Board of Directors to execute the resolution under items 2 and 3 above. In addition, the Board of Directors, or a person appointed by the Board of Directors, shall be authorized to make minor adjustments to the resolutions above that may be necessary in connection with the registration with the Swedish Companies Registration Office and Euroclear Sweden AB, respectively.

1.7   The background and rationale for the proposal
The Board of Directors wishes to implement an incentive programme through which present and future employees in the Company shall be able to become long-term owners and participate in and work for a positive growth of value of the Company’s share for the period that the programme covers, and to ensure that the Company can keep and recruit qualified and motivated personnel.

1.8   Preparation of the proposal
The basis for the LTIP 2022 has been prepared by the Board of Directors of the Company. The work has been supported by external advisors and has been made in consultation with shareholders. The Board of Directors has thereafter decided to present this proposal for the General Meeting. Except for the staff that have prepared the matter upon instruction from the Board of Directors, no employee that may be a Participant of the program has participated in the preparations of the program’s terms.

1.9   Majority requirements
The resolution by the General Meeting regarding the implementation of the LTIP 2022 in accordance with the above requires that shareholders representing not less than nine-tenths of the votes cast as well as the shares represented at the General Meeting approve the resolution.


Kista 25 March 2022

Bioservo Technologies AB (publ)

The Board of Directors