Registration
Shareholders who wish to attend the Annual General Meeting must be recorded in the share register kept by Euroclear Sweden AB on the record date which is Thursday June 11, 2020 and notify the Company of their intention to attend no later than the same day (i.e. Thursday June 11, 2020). Notice of attendance is made in writing to SciBase Holding AB (publ), P.O. Box 3337, SE-103 67 Stockholm, Sweden, or by e-mail to info@scibase.com or by phone +46-8-410 620 00. The notice of attendance shall include name, personal or corporate ID number, address and phone number. The same dates, addresses, and formal requirements apply for notifying the Company of any accompanying advisors. Powers of attorneys, certificates of incorporation and other documents of authorization must be presented at the Annual General Meeting, but can preferably be sent to the Company in connection with the notice of attendance.
Special procedure due to the spread of coronavirus
In light of the spread of the coronavirus, the Board of Directors has decided to implement certain precautionary measures for the extraordinary general meeting on June 17, 2020 in order to ascertain the well-being of the Company's shareholders' as well as the opportunity for them to exercise their rights at the general meeting. For this reason, the timeframe for the general meeting will be kept a minimum, without restricting the shareholders' rights. No food or beverage will be served in connection with the general meeting and representatives of the Board of Directors, the senior management, and the auditor of the Company do not intend to attend physically, but only through telephone.
Voting by proxy
Considering the current situation, the shareholders are asked to consider the possibility not to attend the meeting in person and instead attend by proxy. The Swedish Parliament has adopted a temporary legislation, which from April 15, 2020 provides Swedish limited companies increased possibilities to collect proxies to facilitate general meetings. With support of this temporary legislation, the Board of Directors of SciBase Holding AB (publ) has resolved to provide the shareholders with a special proxy form for exercise of voting rights. Instead of attending the general meeting in person, a shareholder may use the proxy form to authorize representatives of SciBase Holding AB (publ) and Setterwalls Advokatbyrå AB to vote for their shares at the general meeting in accordance with the shareholder's instructions. The proxy form can be downloaded http://investors.scibase.se/en/annual-general-meeting-2020.
Nominee registered shares
Shareholders whose shares are registered in the names of nominees must temporarily register the shares in their own name in order to be entitled to attend the Annual General Meeting (so called voting registration). In order for such voting registration to be completed as per Thursday, June 11, 2020 the shareholders must inform their nominees well before this date.
Proxy
A shareholder's rights at the meeting may be exercised by a proxy empowered by a power of attorney. The power of attorney shall be in writing, dated and signed and must not be older than five years. The original power of attorney must be presented at the meeting. Those representing a legal person must also present a certificate of registration or the similar showing the authorized signatories. A proxy form is available on the Company's website, www.scibase.com.
Processing of personal data
For information regarding how your personal data is processed in connection with the meeting, please refer to the privacy policy on Euroclear Sweden AB's website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting.
- Drawing up and approval of the voting list.
- Approval of the agenda.
- Election of one person to verify the minutes.
- Determination as to whether the meeting has been duly convened.
- Presentation of the annual report and the auditor's report on the annual report and the consolidated annual report and the auditor's report on the consolidated annual report.
- Resolutions regarding:
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
- allocation of the Company's result according to the adopted balance sheet; and
- discharge from liability for the members of the Board of Directors and the Managing Director.
- Resolution regarding the number of members and, where applicable, deputies of the Board of Directors and number of auditors and, where applicable, deputy auditors.
- Resolution regarding the remuneration for the Board of Directors and auditor.
- Election of Board of Directors and auditor.
- Resolution regarding appointment of Nomination Committee.
- Resolution regarding authorisation for the Board of Directors to resolve upon issues of shares, warrants and convertibles.
- Resolution on changes to the articles of association regarding the prerequisites for participating in general meetings.
- Resolution on changes to the articles of association by introducing a provision on the collection of proxy forms and postal voting.
- 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), Frederick Johansson (appointed by SEB Venture Capital), Filip Petersson (appointed by SEB pensionsstiftelse) and Christer Jönsson (appointed by Fouriertransform). 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 of the meeting
The Nomination Committee proposes that Attorney-at-law Olof Reinholdsson (Setterwalls Advokatbyrå) is appointed chairman of the meeting.
Item 8 - Resolution regarding the number of members and, where applicable, deputies of the Board of Directors and number of auditors and, where applicable, deputy auditors
The Board of Directors today consists of the following three (3) ordinary members without deputy members: Tord Lendau (chairman), Thomas Taapken and Diana Ferro. It is proposed that the Board of Directors shall consist of four (4) ordinary members without deputy members for the period until the end of the next Annual General Meeting. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.
Item 9 - Resolution regarding the remuneration for the Board of Directors and auditor.
The Nomination Committee proposes that a fee of SEK 200,000 shall be paid to the Chairman of the Board of Directors and SEK 150,000 to external members of the Board of Directors who are not employed by a larger shareholder in the Company.
Fees to the Company's auditor shall be paid in accordance with approved invoices.
Item 10 - Election of members, deputies and Chairman of the Board of Directors and auditor
The Nomination Committee proposes election of the Board of Directors and auditor for the period until the end of the next Annual General Meeting, as follows:
Barbro Fridén, born 1965, is proposed as new member of the Board of Directors. Barbro has a M.D. from Umeå University and PhD in Medicine, University of Gothenburg. Barbro is a board member of companies including Getinge AB (publ), Apoteket AB, Helsa AB and Sophiahemmet, and has previously been a board member in companies like Vitrolife AB, and has held leading positions in healthcare such as CEO of Sheikh Khalifa Medical City, United Arab Emirates, and CEO of Sahlgrenska University Hospital. Barbro holds no shares or share-related instruments in SciBase and is independent in relation to the company and company management and in relation to the company's major shareholders.
Board members:
Diana Ferro (re-election)
Thomas Taapken (re-election)
Tord Lendau (re-election)
Barbro Fridén (new-election)
Chairman:
Tord Lendau (re-election)
Auditor:
Re-election of the chartered auditing firm PricewaterhouseCoopers AB (PwC), with Magnus Lagerberg as responible auditor.
Item 11 - Resolution regarding appointment of Nomination Committee
The Nomination Committee proposes the following decision for election of a Nomination Committee for the Annual General Meeting 2021 (same principles as the previous year):
The Nomination Committee for the Annual General Meeting 2021, 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 2020. 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 2021 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 7(ii), and 12-14 in the proposed agenda.
Item 7 (ii) - Resolution regarding allocation of the Company's result according to the adopted balance sheet
The Board of Directors proposes that the result for the year is allocated so that SEK 98,878,721 is carried forward. No dividend to the shareholders is thus 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.
Item 13 - Resolution on changes to the articles of association regarding the prerequisites for participating in shareholders' meetings
The Board of Directors proposes that the Annual General Meeting resolves to change the articles of association regarding the prerequisites for participating in shareholders' meetings. The Company's articles of association only exist in Swedish language. The below extract and proposed new wording are unofficial translations with the only aim to inform non-Swedish speaking shareholders of the proposed changes.
The following wording in § 9 is proposed to be changed: "Shareholders wishing to participate in general meetings must be listed as shareholder in a printout or other presentation of the entire share register reflecting the circumstances five weekdays before the general meeting and notify the company no later than 4 p.m. on the date specified in the notice of the general meeting. The last mentioned date may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not occur earlier than the fifth weekday before the general meeting". It is proposed that said provision is changed to the following new wording: "Shareholders wishing to participate in shareholders' meetings must notify the company no later than the date specified in the notice of the shareholders' meeting". The change to § 9 of the articles of association is proposed by reason of the right to participate at the general meeting being regulated by the Swedish Companies Act (2005: 551) and therefore does not need to be part of the articles of association, and that an expected legislative change in 2020 will lead to the current wording being contrary to law. 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.
Item 14 - Resolution on changes to the articles of association by introducing a provision on the collection of proxy forms and postal voting
The Board of Directors proposes that the Annual General Meeting resolves on changes to the articles of association by introducing a new provision (a new section 11, whereby the current sections 11 and 12 become sections 12 and 13) allowing the Board of Directors to collect proxy forms at the Company's expense and, prior to a general meeting, resolve that shareholders shall have the option to exercise their voting rights by means of postal voting, pursuant to the procedure stated the Swedish Companies Act. The Company's articles of association only exist in Swedish language. The below proposed new wording is an unofficial translation with the only aim to inform non-Swedish speaking shareholders of the proposed changes.
The proposed new section 11 shall have the heading "Collection of proxy forms and postal voting", and the following wording: "The board of directors may collect proxies at the company's expense pursuant to the procedure stated in Chapter 7, section 4, second paragraph of the Swedish Companies Act. The board of directors may also, prior to a general meeting, resolve that shareholders shall have the option to exercise their voting rights by means of postal voting pursuant to the procedure stated in Chapter 7, section 4 a, second paragraph of the Swedish Companies Act". The hairman 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.
Information at the Annual General Meeting
Upon request by any shareholder and where the Board of Directors believes that such may take place without significant harm to the Company, the Board of Directors and the Managing Director should provide information at the Annual General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company's or a subsidiary's financial position and as regards the Company's relationship to other group companies.
Majority requirements
Resolution in accordance with items 12-14 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
At the time of the issuance of this notice, the total number of shares and votes in the Company amounted to 16,618,101.
Documents
The financial statements and auditor's report will be available at the Company's offices and at the Company's website www.scibase.com. Copies of the aforementioned documents will also be sent by post to shareholders who so request and provide their postal addresses. The proposals of the Board of Directors and the Nomination Committee are set out in full in the notice.
Stockholm in May 2020
SciBase Holding AB (publ)
The Board of Directors
For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: simon.grant@scibase.com
Certified advisor:
Avanza
Tel: +46 8 409 421 20
Email: corp@avanza.se
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.
