The shareholders of
Right to participate
A shareholder who would like to participate in the meeting must (i) be entered in the register of shareholders maintained by
In order to be entitled to participate in the meeting, a shareholder who has registered their shares in the name of a nominee, in addition to announcing their intention to participate in the meeting, must request that their shares be registered in their own name so the shareholder is entered into the register of shareholders by
Advance voting
The shareholders may exercise their voting rights at the meeting only by voting in advance, so called postal voting in accordance with Section 22 of the 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 advance voting. The form is available at www.biogaia.com. The advance voting form is considered as the notification of participation at the meeting. The completed voting form must be received by the company no later than Tuesday,
Proposed agenda
1. Election of chairman of the meeting
2. Preparation and approval of voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination as to whether the meeting has been duly convened
6. Proposal on the number of Board members, election and remuneration of new Board member
7. Approval of the Board of Directors' directed share issue resolution
Proposals for resolutions
Item 1 - Election of chairman of the meeting
The company's larger shareholders propose that
Item 2 - Voting list
The voting list proposed for approval under item 2 on the agenda is the voting list prepared by the company, based on the shareholders' register and advance votes received, and verified by the person elected to verify the minutes.
Item 4 - Person to verify the minutes
Jannis Kitsakis or, to the extent he is prevented from doing so, the person or persons assigned by the Board, is proposed as person to approve the minutes. The assignment for the person to approve the minutes includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the meeting.
Item 6 - Number of Board members, election and remuneration of new Board member
The company's larger shareholders propose that the number of ordinary Board members for the time until the end of the next annual general meeting shall be eight, with no deputies, and that Niklas Ringby is elected as new Board member of the company.
Niklas Ringby, born 1980, holds an MSc in
It is further proposed that no remuneration shall be paid to Niklas Ringby.
Item 7 - Approval of directed share issue
The Board of Directors proposes that the meeting approves the Board's resolution from
The right to subscribe for the new shares shall, with deviation from the shareholders' pre-emptive rights, only fall upon
For further details and information on background to and reasons for new share issue, refer to the company's press release on
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Number of shares/votes
As per the date of this notice, the total number of shares in the company amounts to 19,070,108, whereof 740,668 class A shares and 18,329,440 class B shares, carrying a combined total of 25,736,120 votes. The company holds no treasury shares.
Questions and shareholders' right to request information
At the extraordinary general meeting, if any shareholder should so request and the Board assesses that this can be done without significant damage to the company, the Board of Directors and the CEO shall provide information about conditions that could affect the assessment of items on the agenda. A request for such information shall be made by e-mail to extrabolagsstamma@biogaia.se or by mail to
Available documentation and proxy forms
The complete documentation for the meeting will be made available at the company and www.biogaia.com, no later than three weeks before the meeting and will be sent free of charge to all shareholders who so request and provide their postal address. The register of shareholders for the meeting is also made available at the company. Proxy form for shareholders who wish to vote in advance by proxy is available on the company's website and will be sent free of charge to all shareholders who so request and provide their postal address.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear's webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
The Board of Directors of
[1] To facilitate expedient delivery of the newly issued shares to investors, the subscription price has been set at the share's quota value. After the new shares have been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), the company will receive - as an unconditional shareholders' contribution (Sw. ovillkorat aktieägartillskott) - the difference between the quota value and the price at which the shares are sold to the Swedish and international institutional investors (
https://news.cision.com/biogaia/r/notice-to-attend-the-extraordinary-general-meeting-of-biogaia-ab--publ-,c3229843
https://mb.cision.com/Main/3271/3229843/1329541.pdf
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