SCIBASE HOLDING AB (PUBL) Shareholders of
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Right to participate and notice of participation
A shareholder who wishes to participate at the extraordinary general meeting must:
| (i) |
be recorded in the share register maintained by |
| (ii) |
notify the Company of its intention to participate by post to Advokatfirman Schjødt, Box 715, 101 33 Stockholm, or by e-mail to william.hellsten@schjodt.com, no later than |
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by
Participation by proxy
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to Advokatfirman Schjødt, Box 715, 101 33 Stockholm, or by e-mail to william.hellsten@schjodt.com. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the Company's website, www.scibase.com.
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution to amend the articles of association in order to enable the issues under items 8 and 9
- Resolution to approve the board of directors' decision on a directed issue of units
- Resolution to approve the board of directors' decision on a directed issue of units with subscriber covered by Chapter 16 of the Swedish Companies Act
- Closing of the meeting
PROPOSALS FOR RESOLUTION
Item 7 - Resolution to amend the articles of association in order to enable the issues under items 8 and 9
The board of directors proposes that the general meeting resolves to amend the articles of association in accordance with items 7(a), 7(b) and 7(c) below.
Further, the board of directors proposes that the board of directors is authorised to submit for registration with the Swedish Companies Registration Office, the articles of association in accordance with the items below which limits for the minimum and maximum number of shares and share capital in the Company are compatible with the total number of shares and share capital in the Company after the rights issue, which was announced on
The resolution under item 7 is conditional upon that the general meeting also resolves in accordance with item 8 below. A valid resolution under item 7 requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.
Item 7(a)
The board of directors proposes that the extraordinary general meeting resolves on the following amendments to Sections 4-5 of the articles of association.
Current wording Section 4:
The share capital shall amount to not less than
Proposed wording Section 4:
The share capital shall amount to not less than
Current wording Section 5:
The number of shares shall not be less than 119,800,000 and not more than 479,200,000.
Proposed wording Section 5:
The number of shares shall not be less than 201,300,000 and not more than 805,200,000.
Item 7(b)
The board of directors proposes that the extraordinary general meeting resolves on the following amendments to Sections 4-5 of the articles of association.
Current wording Section 4:
The share capital shall amount to not less than
Proposed wording Section 4:
The share capital shall amount to not less than
Current wording Section 5:
The number of shares shall not be less than 119,800,000 and not more than 479,200,000.
Proposed wording Section 5:
The number of shares shall not be less than 215,600,000 and not more than 862,400,000.
Item 7(c)
The board of directors proposes that the extraordinary general meeting resolves on the following amendments to Sections 4-5 of the articles of association.
Current wording Section 4:
The share capital shall amount to not less than
Proposed wording Section 4:
The share capital shall amount to not less than
Current wording Section 5:
The number of shares shall not be less than 119,800,000 and not more than 479,200,000.
Proposed wording Section 5:
The number of shares shall not be less than 230,000,000 and not more than 920,000,000.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Item 8 - Resolution to approve the board of directors' decision on a directed share issue
The board of directors proposes that the general meeting approves the resolution made by the board of directors on
The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of one (1) new share and five (5) warrants of series TO 2.
Otherwise, the following conditions shall apply.
- The right to subscribe for units shall, with deviation from the shareholders' preferential rights, vest with
Ribbskottet AB ,Per Olof Ejendal AB , Kåre Gilstring,Robert Molander ,MLJK Konsult AB ,Klintemar Konsult AB ,Jesper Hoiland ,Fredrik Mattsson ,Stefan Hansson ,Theodor Invest AB ,Ulti AB ,Van Herk Investments B.V. ,Morningside Group AB ,Viktor Drvota andEric Terhaerdt . Oversubscription may not occur. -
The Company's board of directors has made an overall evaluation and carefully considered raising the necessary capital only through a rights issue, but has made the assessment that, for several reasons, it is more favorable for the Company and the shareholders to partially raise capital in the capital raising through a directed issue. Among other things, the directed issue reduces the need for guarantee commitments in the rights issue. The Company's board of directors has in this context also noted the discounts at which rights issues on the Swedish stock market are usually carried out and assesses that a rights issue, without the directed issue, would probably have been carried out at a lower subscription price and exposed the Company and the shareholders to a higher market risk for a longer period of time. The directed issue also contributes to strengthening the shareholder base in the Company with international institutional investors, which is considered positive in a long-term perspective. Since the subscription price in the directed issue was determined by the board of directors based on arms-length discussions with investors at a price corresponding to the closing price of the Company's share on Nasdaq First North Growth Market on
4 April 2024 , it is the board of directors' assessment that the subscription price in the directed issue therefore reflects current market conditions and demand. Conclusively, the directed issue is deemed to be in the interest of the Company and all shareholders. -
The subscription price for each unit is
SEK 0.42 , corresponding to a subscription price ofSEK 0.42 per share. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve. Warrants of series TO 2 are issued free of charge. The subscription price has been determined based on an assessment of the current market situation, the historical development of the business and the Company's business prospects. -
Subscription of units shall be made no later than on
13 May 2024 . Payment shall be made no later than on15 May 2024 . The board of directors shall have the right to extend the time for subscription and payment. -
One (1) warrant of series TO 2 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to
SEK 0.42 per share. The amount that exceeds the quota value of the shares shall be transferred to the unrestricted premium reserve. Warrants of series TO 2 may be exercised during the period from and including3 April 2029 up to and including17 April 2029 . - Complete terms and conditions for warrants of series TO 2 are available at the Company's website, www.scibase.com.
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The new shares issued in the directed issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by
Euroclear Sweden AB . Shares issued as a result of exercise of warrants of series TO 2 shall carry a right to dividends commencing on the first record date that occurs after the interim registration of the shares in the share register kept byEuroclear Sweden AB .
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or
The resolution is conditional upon that the general meeting resolves in accordance with item 7. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.
The board of directors proposes that the general meeting approves the resolution made by the board of directors on
The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of one (1) new share and five (5) warrants of series TO 2.
Otherwise, the following conditions shall apply.
- The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, vest in the board member
Matt Leavitt , who is covered by Chapter 16 in the Swedish Companies Act (2005:551) (the so-called Leo act). Oversubscription may not occur. -
The Company's board of Directors has made an overall evaluation and carefully considered raising the necessary capital only through a rights issue, but has made the assessment that, for several reasons, it is more favorable for the Company and the shareholders to partially raise capital in the capital raising through a directed issue. Among other things, the directed issue reduces the need for guarantee commitments in the rights issue. The Company's board of directors has in this context also noted the discounts at which rights issues on the Swedish stock market are usually carried out and assesses that a rights issue, without the directed issue, would probably have been carried out at a lower subscription price and exposed the Company and the shareholders to a higher market risk for a longer period of time. Since the subscription price in the directed issue was determined by the board of directors based on arms-length discussions with investors at a price corresponding to the closing price of the Company's share on Nasdaq First North Growth Market on
4 April 2024 , it is the board of directors' assessment that the subscription price in the directed issue therefore reflects current market conditions and demand. Conclusively, the directed issue is deemed to be in the interest of the Company and all shareholders. -
The subscription price for each unit is
SEK 0.42 , corresponding to a subscription price ofSEK 0.42 per share. The amount that exceeds the share's quota value shall be transferred to the unrestricted premium reserve. Warrants of series TO 2 are issued free of charge. The subscription price has been determined based on an assessment of the current market situation, the historical development of the business and the Company's business prospects. -
Subscription of units shall be made no later than on
13 May 2024 . Payment shall be made no later than on15 May 2024 . The board of directors shall have the right to extend the time for subscription and payment. -
One (1) warrant of series TO 2 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to
SEK 0.42 per share. The amount that exceeds the quota value of the shares shall be transferred to the unrestricted premium reserve. Warrants of series TO 2 may be exercised during the period from and including3 April 2029 up to and including17 April 2029 . - Complete terms and conditions for warrants of series TO 2 are available at the Company's website, www.scibase.com.
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The new shares issued in the directed issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by
Euroclear Sweden AB . Shares issued as a result of exercise of warrants of series TO 2 shall carry a right to dividends commencing on the first record date that occurs after the interim registration of the shares in the share register kept byEuroclear Sweden AB .
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or
The resolution is conditional on that the general meeting also resolves in accordance with items 7. A valid resolution requires that the resolution is supported by shareholders representing at least nine tenths of the votes cast as well as of the shares represented at the general meeting.
Other information
Documentation
The board of directors' proposals and related documents will be available at the Company's office and on the Company's website, www.scibase.com, no later than two weeks prior to the general meeting and will be sent free of charge to shareholders who so request and provide their postal address.
Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at
_________________
The board of directors
For additional information, please contact:
Certified Advisor (CA):
Tel: +46 8 580 065 99
Email: ca@vatorsec.se
About
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at
The Company has been on the Nasdaq First North Growth Market exchange since
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