STOCKHOLM, May 13, 2024
/PRNewswire/ -- The shareholders in SciBase Holding AB
(publ), reg. no. 556773-4768 (the "Company"), are hereby given
notice to attend the annual general meeting at 15:00 p.m. on Thursday 13
June 2024 at Setterwalls Advokatbyrå's offices at address
Sturegatan 10 in Stockholm. Registration for the
meeting commences at 14:45 p.m. The
board of directors has decided, pursuant to Chapter 7, Section 4a
of the Swedish Companies Act and the Company's articles of
association, to apply the possibility of postal voting in
conjunction with the general meeting (see "Postal voting" below for
more information).
Notice
Shareholders wishing to participate at the 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 Tuesday 4 June 2024, and
- notify the Company of their attendance and any assistant no
later than Friday 7 June 2024.
Notification can be made in writing to Setterwalls Advokatbyrå
AB, Attn: Eric Torstensson, P.O. Box
1050, SE-101 39 Stockholm, Sweden
or by e-mail to eric.torstensson@setterwalls.se.
Notification shall include full name, personal identification
number or corporate registration number, address, daytime telephone
number and, if appropriate, information about representative,
proxy, and assistants. The number of assistants may not be more
than two. In order to facilitate entry to the meeting, notification
should, where appropriate, be ac-companied by powers of attorney,
registration certificates and other documents of authority.
Nominee registered shares
In order to be entitled to participate and vote at the meeting,
shareholders who have their shares registered in the name of a
nominee must have their shares registered in their own name, so
that the shareholder will be included in the transcription of the
share register as of Tuesday 4 June
2024. Such registration may be temporary (so-called voting
rights registration) and is requested to the nominee in accordance
with the nominee's routines at such time in advance as the nominee
determines. Voting rights registrations made by the nominee no
later than Friday 7 June 2024 will be
taken into account in the preparation of the share register.
Postal voting
The board of directors has decided, pursuant to Chapter 7,
Section 4a of the Swedish Companies Act and the Company's articles
of association, to apply the possibility of postal voting in
conjunction with the general meeting. A special form shall be used
for postal voting. The form will be available on the Company's
website,
https://investors.scibase.se/en/governance/annual-general-meeting.
The form may be submitted by post to Setterwalls Advokatbyrå AB,
Attn: Eric Torstensson, P.O. Box
1050, 101 39 Stockholm or via e-mail to
eric.torstensson@setterwalls.se. The completed voting form must be
received by Setterwalls Advokatbyrå AB no later than Wednesday 12
June 2024 provided the shareholder has given notice of
attendance at the general meeting no later than Friday 7 June 2024. However, a complete postal vote
which reaches Setterwalls Advokatbyrå AB no later than Friday
7 June 2024 shall also be considered
the shareholder's notice of attendance at the meeting (by postal
voting).
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.
Proxy voting
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 will be available on the Company's website
https://investors.scibase.se/en/annual-general-meeting-2024.
Processing of personal data
For information regarding how your personal data is processed in
connection with the annual general 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.
- 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), Thomas Axelsson (appointed by Gell Group),
Dharminder Chahal (appointed by
VanHerk Group), and Peter Elmvik (appointed by Stockholms Elbolag).
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
Axel Helle (lawyer at Setterwalls
Advokatbyrå AB) 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 - Resolution regarding the number and election of
and remuneration to the board of directors and auditors
The nomination committee proposes that the board of directors,
until the end of the next annual general meeting, shall consist of
four (4) 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.
The board of directors today consists of the following five (5)
ordinary members without deputy members: Tord Lendau (chairman),
Diana Ferro, Thomas Taapken, Matt
Leavitt och Jvalini Dwarkasing.
Tord Lendau has declined re-election after ten years as chairman
of the board of directors. Matt
Leavitt and Jvalini Dwarkasing have also declined
re-election. However, Matt Leavitt
will continue to assist the Company on a consultancy basis.
The nomination committee proposes that Diana Ferro and Thomas
Taapken are re-elected and that Jesper Høiland and
Robert Molander are new-elected as
ordinary board members. Furthermore, Jesper Høiland is proposed to
be new-elected as chairman of the board of directors.
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.
The nomination committee has, as the basis for its proposal,
regarding the composition of the board of directors, discussed the
Company's future needs and reviewed the annual evaluation of the
board of directors and its work and interviewed several candidates.
The nomination committee has thoroughly discussed the requirements
for competence, experience and background that are placed on the
board of directors of Scibase, considering, among other things, the
Company's strategic development, governance and control.
Independence issues have been highlighted, as well as the
requirement for versatility and breadth in the board. The
nomination committee makes the assessment that the proposed board
members, considering the Company's needs, operations, stage of
development and other circumstances, would give the board of
directors a good and appropriate composition.
Below is a summarized description of the proposed new board
members' education, experience, other assignments, and
independence. Further information about all proposed board members
will be made available on the Company's website.
Jesper Høiland
Education: MSc and BSc, Copenhagen Business School.
Experience: Jesper has over 25 years of experience from
senior positions in global pharmaceutical companies such as
Ascendis Pharma (CCO), Radius Health (CEO) and Novo Nordisk
(President and EVP for the US with a particular focus on pricing,
product launches and infrastructure building). Jesper has
previously been a board member of Concert Pharma and Leo Pharma.
Jesper has lived and worked in the US, Switzerland, Denmark, Australia, France, Belgium and Canada for the past 30 years.
Other current assignments: Strategic advisor to
pharmaceutical and medical device companies. Member of the board of
directors and the audit committee of ALK.
Independence: Jesper is independent in relation to the
Company and its management as well as to major shareholders.
Robert Molander
Education: MBA in Marketing and Finance, Washington University, John
M. Olin School of Business and dual BA degrees in Economics
and International Studies, Miami
University.
Experience: Senior executive and advisor with over 25
years of expertise in life science commercialization, primarily
based in the United States. Robert
has successfully led companies such as Novartis, Pfizer, Shionogi,
and Trialbee through product launches, business development and
scaling commercial operations. Robert has previously been Chief
Commercial Officer at Infant Bacterial Therapeutics AB and Trialbee
AB and a board member of Infant Bacterial Therapeutics AB.
Other current assignments: Board member of Xspray Pharma
AB, CEO of Stratfox Healthcare Group LLC.
Independence: Robert is independent in relation to the
Company and its management and to major shareholders.
Item 11 - Resolution on principles for the appointment of a
nomination committee
The nomination committee proposes the following decision for
appointment of a nomination committee for the annual general
meeting 2025 (same principles as the previous year). The nomination
committee for the annual general meeting 2025, which shall be
comprised 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 2024. 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 2025 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
in the proposed agenda.
Item 7 (ii) - Allocation of the Company's results according
to the adopted balance sheet
The board of directors proposes that SEK
202,523,429 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 authorize 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. Through issuances
resolved upon with support from the authorisation - with deviation
from the shareholders' preferential rights - 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 CEO or a person appointed
by the board of directors shall be authorized to make any minor
adjustments required to register the resolution with the Swedish
Companies Registration Office.
Majority requirements
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.
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, of the Company's, or a subsidiary's economic
situation and of the Company's relations with other group companies
on the general meeting.
Documentation
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,
May 2024
SciBase Holding AB (publ)
The board of directors
For more information, please contact:
Pia Renaudin, CEO SciBase
Tel: +46 73 206 98 02
Email: pia.renaudin@scibase.com
Certified Adviser:
Vator Securities
Tel: +46 8 580 065 99
Email: ca@vatorsec.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
SciBase is a global medical technology company, specializing
in early detection and prevention in dermatology. SciBase develops
and commercializes Nevisense, a unique point-of-care platform that
combines AI (artificial intelligence) and advanced EIS technology
to elevate diagnostic accuracy, ensuring proactive skin health
management.
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 Karolinska Institute in Stockholm, Sweden, SciBase is a leader in
dermatological advancements.
The company has been on the Nasdaq First North Growth Market
exchange since June 2, 2015. Learn
more at www.scibase.com. All press releases and financial reports
can be found here:
https://investors.scibase.se/en/pressreleases.
This information was brought to you by Cision
http://news.cision.com
https://news.cision.com/scibase/r/notice-to-attend-the-annual-general-meeting-in-scibase-holding-ab--publ-,c3977598
The following files are available for download:
https://mb.cision.com/Main/12371/3977598/2790717.pdf
|
SciBase Holding AB
(publ) - Notice to attend AGM 2024 (ENG)
|
View original
content:https://www.prnewswire.co.uk/news-releases/notice-to-attend-the-annual-general-meeting-in-scibase-holding-ab-publ-302143390.html