Mar 24, 2023 · Regulatory information
The shareholders of Bioservo Technologies AB (publ), reg. no. 556650-7264 (the ”Company”), are hereby summoned to the annual general meeting on Tuesday 25 April 2023 at 4.00 p.m., Torshamnsgatan 35, Kista.
Right to attend the Meeting
Shareholders who wish to attend the meeting, must
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 17 April 2023. 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 19 April 2023, will be taken into account in the preparation of the share register.
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.com, and sent free of charge to the shareholders who request it and state their postal address.
The annual report and the auditor’s report will be available on the Company’s website www.bioservo.com on March 30 2023. These documents can also be sent to shareholders who so request and who inform the Company of their postal address.
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 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.
The nomination committee proposes PWC as appointed auditor for the period until the end of the next Annual General Meeting. Should PWC be appointed auditor, Lars Kylberg from will be principal auditor.
Resolution on amendments to the articles of association (item 11)
The Board of Directors proposes that the general meeting resolves on amendments to the articles of association mainly in according to the following.
The Board of Directors proposes that the articles of association are amended in such way that the limit to the number of shares in the Company is increased from a minimum of 18,000,000 shares and a maximum of 72,000,000 shares to a minimum of 28,000,000 shares and a maximum of 112,000,000 shares and that the limit to the share capital in the Company is increased from a minimum of SEK 3,600,000 and a maximum of SEK 14,400,000 to a minimum of SEK 5,600,000 and a maximum of SEK 22,400,000.
In addition to the above proposals, the board of directors also proposes certain editorial changes to the articles of association.
Resolution on an issue authorisation (item 12)
The Board of Directors proposes that the general meeting resolves on an issue authorisation according to the following.
The Board of Directors is to be authorised to, on one or more occasions until the next annual general meeting, resolve on issue of new shares, issue of convertibles, issue of warrants and/or a combination of these, so called units. An issue can be decided with or without regard of shareholders’ pre-emption rights.
This authorisation is to include the right to issue shares, convertibles, warrants and/or units, with cash payment, payment by way of set-off or payment by contribution in kind, and otherwise subject to conditions as set out in Chapter 2, section 5, second paragraph 1–3 and 5 of the Swedish Companies Act. Warrants may be issued without consideration.
The Board of Directors, or its nominee, is entitled to decide on any minor changes in the resolution of the general meeting that may be required when registering the decision with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.
A valid resolution in accordance with items 11 and 12 requires that the resolutions be supported by shareholders with at least two thirds of both the votes and the shares represented at the meeting.
The complete documents in accordance with the Swedish Companies Act will be available at the company and on the company’s website and will be sent immediately without charge to any shareholders who so request and has states their address. The documents will also be available at the meeting.
Information at the meeting
The Board of Directors and the CEO shall, upon request by any shareholder, and where the Board deems that the information can be provided without significant harm to the company, provide information at the meeting on matters that may affect the assessment of an item on the agenda, circumstances that may influence determination of the financial position of the Company, the consolidated accounts and the Company’s relationship to another group company.
Processing of personal data
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Kista in March 2023
Bioservo Technologies AB (publ)
The Board of Directors