The shareholders in SciBase Holding AB (publ), reg. no. 556773-4768 (the “Company”), are hereby given notice to attend the annual general meeting at 2:00 p.m. on Tuesday 18 May 2021. The meeting will be held through postal voting only (see below).
Special arrangements due to the risk for spread of the virus COVID-19 (coronavirus)
The board of directors has, in light of continued spread of the coronavirus and in accordance with the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, decided that the annual general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have only the opportunity to vote by mail prior to the annual general meeting.
The Company welcomes all shareholders to exercise their voting rights at the annual general meeting through postal voting as described below. Information on the resolutions passed at the annual general meeting will be published on Tuesday 18 May 2021, as soon as the result of the postal voting has been finally confirmed.
Shareholders wishing to participate at the annual general meeting must be entered in the shareholders' register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Friday 7 May 2021 and no later than on Monday 17 May 2021 notify the Company of their attendance by casting their postal vote in accordance with the instructions under the heading "Postal voting" below so that the postal voting form is received by Setterwalls Advokatbyrå AB no later than that day. Please note that a notification to attend the general meeting can only be done by a postal vote. A shareholder represented by proxy shall (as always) issue a power of attorney. Further instructions regarding this are available below under the heading "Proxy voting".
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB (so-called voting rights registration) in order to be entitled to participate and vote for their shares at the meeting through postal voting. The shareholder must inform the nominee well in advance of Friday 7 May 2021, at which time the register entry must have been made. 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 Tuesday 11 May 2021, will, however, be taken into account in the preparation of the share register.
The shareholders may exercise their voting rights at the annual general meeting only by voting in advance, so-called postal voting, in accordance with Section 22 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form will be available on the Company's website, http://investors.scibase.se/en/annual-general-meeting-2021.The postal voting form is considered as the notification of participation at the annual general meeting.
The completed voting form must be received by Setterwalls Advokatbyrå AB no later than Monday 17 May 2021. The form may be submitted by post to Setterwalls Advokatbyrå AB, Attn: Johan Tönnesen, Box 1050, 101 39 Stockholm or via e-mail to email@example.com.
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting. The shareholders may request in the postal voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of postal voting. Such general meeting shall take place if the annual general meeting so resolves or if shareholders with at least one tenth of all shares in the Company so requests.
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If the shareholder postal votes by proxy, the power of attorney shall be enclosed to the form. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to postal vote by proxy will be available on the Company's website http://investors.scibase.se/en/annual-general-meeting-2021.
Processing of personal data
- Opening of the meeting and election of chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one person who shall approve the minutes of the meeting.
- Determination of whether the meeting has been duly convened.
- Submission of the annual report and the auditor's report as well as of the consolidated financial statements and the auditor's report on the group.
- Resolution in respect of:
- adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
- allocation of the Company's results according to the adopted balance sheet; and
- the members of the board of directors' and the CEO's discharge from liability.
- Resolution regarding the number of members and, where applicable, deputies of the board of directors and number of auditors and, where applicable, deputy auditors.
- Determination of the fees payable to the members of the board of directors and the auditors.
- Election of members of the board of directors and auditor.
- Resolution on principles for the appointment of a nomination committee.
- Resolution on an authorisation for the board of directors to resolve upon issues of shares, warrants and convertibles.
- Closing of the meeting.
The nomination committee's proposed resolutions
The nomination committee is composed of the chairman of the board of directors of the Company (i.e. Tord Lendau), Christer Jönsson (appointed by Fouriertransform), Iraj Arastoupour and Peter Elmvik. The nomination committee has presented the following proposed resolutions in relation to items 1 and 8-11 in the proposed agenda.
Item 1 - Election of chairman
Olof Reinholdsson (lawyer at Setterwalls Advokatbyrå) is proposed as chairman of the meeting, or if he is unable to attend the meeting, any other person proposed by the board of directors.
Items 8-10 - Election of and remuneration to the board of directors and auditors
The board of directors today consists of the following four (4) ordinary members without deputy members: Tord Lendau (chairman), Diana Ferro, Barbro Fridén and Thomas Taapken. Barbro Fridén has declined re-election since she has received assignments abroad. In the light of the aforementioned, the nomination committee proposes that the board of directors, until the end of the next annual general meeting, shall consist of three (3) ordinary members without deputy members. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.
The nomination committee furthermore proposes that the fees payable to the board of directors for the period until the end of the next annual general meeting shall be SEK 200,000 for the chairman of the board and SEK 150,000 to each of the other ordinary board members (who are not employed by a larger shareholder in the Company). It is proposed that the Company's auditor shall be paid in accordance with approved invoices.
With the exception of Barbro Fridén, who has declined re-election as above, all current board members are proposed to be re-elected until the end of the next annual general meeting. Furthermore, Tord Lendau is proposed to be re-elected as chairman of the board of directors. The nomination committee reserves the right to propose election of an additional board member during the time period after issuance of this notice until the annual general meeting why the nomination committee's proposal under items 8-10 in the agenda may be changed.
The registered accounting firm PricewaterhouseCoopers AB (PwC) is proposed to be re-elected as auditor. The accounting firm has informed that Magnus Lagerberg will remain as principally responsible auditor.
Item 11 - Resolution on principles for the appointment of a nomination committee
The nomination committee proposes the following decision for election of a nomination committee for the annual general meeting 2022 (same principles as the previous year). The nomination committee for the annual general meeting 2022, which shall comprise of four members, shall be appointed by way of that the chairman of the board of directors will consult with the three largest shareholders of the Company at the end of the third quarter of 2021. These shareholders will be requested to each appoint one member who, together with the chairman of the board of directors, will form the nomination committee. The composition of the nomination committee shall be publicly announced no later than six months prior to the annual general meeting. The nomination committee, whose mandate period applies until the time a new nomination committee has constituted itself, shall appoint a chairman among its members. The nomination committee shall prior to the annual general meeting 2022 prepare and submit proposals regarding the election of the chairman of the annual general meeting, the number of board members and, where applicable, deputy members, the number of auditors and, where applicable, deputy auditors, the election of board members, chairman and, where applicable, deputy members, auditor and, where applicable, deputy auditors, remuneration for the board of directors and the auditor, as well as guidelines for the appointment of the nomination committee for the following annual general meeting. The nomination committee's proposals shall be presented in the notice to a general meeting where election of board members and auditor shall take place and on the Company's website. Should a member of the nomination committee resign from its assignment, a replacement shall be sought from the shareholder that appointed the departing member. Should a shareholder that has appointed a member of the nomination committee substantially decrease its ownership in the Company, the next shareholder in size order shall, if the nomination committee so resolves, be requested to appoint a member to the nomination committee.
The board of directors' proposed resolutions
The board of directors of the Company has presented the following proposed resolutions in relation to items 2, 4, 7(ii) and 12 in the proposed agenda.
Item 2. - Preparation and approval of the voting list
The voting list that is proposed for approval is the voting list to be prepared chairman of the general meeting, based on the shareholders' register for the general meeting kept by Euroclear Sweden AB, and postal votes received, and approved by the person appointed by the meeting to approve the minutes.
Item 4. - Election of one person who shall approve the minutes of the meeting
The board of directors' proposes that Christer Jönsson (Fouriertransform) is to be appointed as the person verifying the minutes together with the chairman of the general meeting, or in the event that he or she is prevented from doing so, the person the board of directors appoints instead. The person appointed to verify the minutes shall, apart from approving the minutes of the general meeting together with the chairman of the general meeting, check the voting list and that the result of received votes are correctly reflected in the minutes of the general meeting.
Item 7 (ii) - Allocation of the Company's results according to the adopted balance sheet
The board of directors proposes that SEK 175,081,224 shall be carried forward in new account. Accordingly, no dividend is proposed.
Item 12 - Resolution regarding authorisation for the board of directors to resolve upon issues of shares, warrants and convertibles
The board of directors proposes that the annual general meeting resolves to authorise the board of directors to, until the next annual general meeting, on one or more occasions, decide upon issuances of new shares, issuance of warrants and/or convertibles. New issues of shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company, and may be made either in cash and/or by way of set-off or contribution in kind or otherwise be conditional. The number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, shall correspond to not more than a 20 per cent dilution of the share capital and the number of shares and votes in the Company after such issue(s). The chairman of the board of directors, the managing director or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Shareholders' right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda or of the Company's, or a subsidiary's economic situation. Such duty to provide information also comprises the Company's relation to the other group companies. A request for such information shall be made to the Company in writing no later than on Saturday 8 May 2021. The information will be made available at the Company's office from Thursday 13 May 2021, at the latest. The information will, from the same date, also be available on the Company's website www.scibase.com. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Resolution in accordance with the board of director's proposal in accordance with item 12 on the agenda requires that the general meeting's resolution is supported by shareholders representing at least two thirds of the shares represented at the general meeting as well as of the votes cast.
Number of shares and votes in the Company
The total number of shares in the Company at the time of issuance of this notice is 54,780,086. The Company does not hold any of its own shares.
The financial accounts and auditor's report will be kept available at the Company's office and on the Company's website www.scibase.com. Copies of such documents will be sent free of charge to shareholders who so request and state their postal address. The proposals of the board of directors and the nomination committee are set out in full in the notice.
Stockholm, April 2021
SciBase Holding AB (publ)
The board of directors
For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Tel: +46 8 409 421 20
The information was submitted, through the agency of the contact person set out above, for publication at the time stated by Scibase's news distributor Cision upon publication of this press release
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed and sells a unique point-of-care device for evaluation of skin disorders such as skin cancer and atopic dermatitis. Its first product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. Further development has led to Nevisense also being used as a tool to assess the skin barrier and inflammation. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia and an FDA approval (PMA) in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies and abnormalities. SciBase is listed on First North Growth Market ("SCIB"). Further information is available at www.scibase.com.