The shareholders of Bioservo Technologies Aktiebolag (publ), reg. no. 556650-7264 (the "Company" or "Bioservo"), with registered office in Kista, are hereby invited to the Extraordinary General Meeting (the "EGM") on Monday,
INFORMATION RELATED TO ADVANCE VOTING
The EGM will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the EGM. Information about the resolutions adopted at the EGM will be published on the same day as the EGM as soon as the outcome of the vote is finally compiled.
NOTIFICATION
Shareholders who wishe to participate at the EGM shall:
- firstly, be entered in the share register maintained by
- secondly, notify the Company of their intention to participate in the EGM by casting their advance vote in accordance with the instructions under "Advance voting" below so that the advance vote is received by the Company no later than on Friday
NOMINEE-REGISTERED SHARES
Shareholders who have their shares registered in the name of a nominee must, in addition to notify their participation, re-register the shares in their own name in the Company's share register with
ADVANCE VOTING
Shareholders may exercise their voting rights at the EGM only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2022:121) on temporary exemptions 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 on www.bioservo.com. The advance voting form is considered as the notification of attendance to the EGM.
The completed voting form must be received by
Further instructions and conditions are included in the form for advance voting.
PROPOSED AGENDA
- Election of a chairman of the meeting.
- Preparation and approval of the voting register.
- Election of one or two persons to attest the minutes.
- Approval of the agenda.
- Determination of whether the meeting was duly convened.
- Resolution to approve the Board of Directors' resolution to issue a secured rights issue.
- Resolution to authorise the Board of Directors to resolve on new shares issue.
- Closing of the meeting.
PROPOSAL FOR A RESOLUTION
Item 1 - Election of a chairman of the meeting
The Board of Directors proposes that the Chairman of the Board,
Item 2 - Preparation and approval of the voting register
The voting list proposed for approval is the voting list drawn up by the Company, based on the EGM's share register and advance votes received, as verified and recommended by the person approving the minutes of the EGM.
Item 3 - Election of one or two persons to attest the minutes.
The Board of Directors proposes that Jan Öhgren, or if this person can't attend, the person appointed by the Board, be elected to approve the minutes of the EGM.
Item 6 - Resolution to approve the Board of Directors' resolution to issue a secured rights issue.
The Board of Directors has on the
The new shares and warrants in the Rights Issue shall be issued in units each consisting of one (1) new share and one (1) new warrant ("Units"). No more than 9 478 992 Units shall be issued in total.
The Rights Issue shall otherwise be governed by the following terms and conditions:
1. A subscription price of
2. Subscription of Units with pre-emption right is exercised on the basis of unit rights. The right to subscribe for the Units shall vest in shareholders pursuant to pre-emption rights pro rata to their previous shareholding. Each existing share entitles to one (1) unit right. Two (2) unit rights entitle to subscription of one (1) Unit.
3. The record date for receiving unit rights and a right to participate in the Rights issue with pre-emption rights shall be
4. In the event not all Units are subscribed for by use of unit rights, the board of directors shall, within the limit of the maximum amount of the Rights Issue, decide on allotment of Units subscribed for without unit rights. Allotment shall be decided in accordance with the following:
a. Firstly, such allocation of Units shall be made to those who have subscribed for Units on the basis of pre-emption rights, regardless of whether the subscriber was a shareholder at the time of the resolution or not, and, in the event of oversubscription, in relation to the pre-emption rights each exercised to subscribe for Units and, where this is not possible, through a drawing of lots.
b. Secondly, such allocation of Units subscribed for without unit rights shall be made to those who have subscribed for Units without unit rights and, in the event of oversubscription, in relation to the number of Units each subscribed for and, where this is not possible, through a drawing of lots.
c. Thirdly and finally, such allocation of Units subscribed for without unit rights shall be made to those who have entered into guarantee undertakings and, in the event of oversubscription, in relation to such guarantee undertakings and, where this is not possible, through a drawing of lots.
5. Subscription for Units through exercise of unit rights shall be made by simultaneous cash payment to an account designated by the company during the period as from
6. The warrants may be exercised to subscribe for new shares during the period commencing
7. The following terms and conditions, amongst others, shall apply to the warrants of series TO 2:
a. Two (2) warrants shall entitle to subscribe for one (1) new share in the Company. The subscription price shall correspond to 70 percent of the volume weighted share price (VWAP) according to the official quotations on the Nasdaq First North Growth Market regarding the share during the period commencing
b. The subscription price and number of shares that each warrant entitles to subscribe for, shall be subject to customary recalculation methods in the event of a split, reverse split, new issue of shares or similar.
c. The holder shall be entitled to subscribe for shares during the period commencing
d. Shares which are newly issued following subscription shall carry an entitlement to participate in dividends for the first time on the next record date for dividends which occurs after subscription is effected.
8. The new shares shall entitle to dividends as from the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by
The Board of Directors or a person appointed by the Board of Directors shall be authorised to make any minor adjustments required to register the resolution with the
Documents as referred to in Chapter 13, Section 6 and Chapter 14, Section 8 of the Swedish Companies Act (2005:551) have been prepared.
For a valid resolution in accordance with item 7 above it is required that the proposal is supported by a simple majority at the EGM.
Item 7 - Resolution to authorise the Board of Directors to resolve on new shares issue
The Board of Directors proposes that the EGM resolves to authorise the Board of Directors, for the period until the, to resolve on new issue of shares, according to the following.
In order to enable the issue of shares as guarantee commission to those who have entered into guarantee undertakings (the "Guarantors") to secure the Rights Issue of Units, resolved by the Board of Directors on
When utilising the authorisation, the conditions for the shares are the same as for the shares in the Rights Issue, meaning that the subscription price amount to
Decision on authorisation in accordance with the proposal conditional that the EGM resolves to approve the Board of Directors' decision on the Rights Issue, which is proposed to be approved under item 7 on the agenda for the EGM.
The purpose of the authorisation and the reason for the deviation from the shareholders' pre-emption, is to be able to issue shares as guarantee commission to the Guarantors. The number of shares that can be issued with the support of the authorisation may in total not exceed the total number of shares that corresponds to the agreed guarantee commission that the Company has to issue to the Guarantors.
The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.
For valid resolutions in accordance with item 15 above, it is required that the proposals be supported by at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
MISCELLANEOUS
Documents
The annual report and all other documentation for resolutions will be kept available on the Company's website, www.bioservo.com, at the Company's premises and will be sent to those shareholders who so request and state their postal address or email address. Information regarding the Board of Directors' resolution pursuant to item 6 above is fully formulated in the convening notice. Proxy forms for shareholders who would like to vote through proxy are available at the Company's website, www.bioservo.com.
Number of shares and votes
As per the date of this notice, the total number of outstanding shares in the Company is 18,957,985, that entitle to one vote per share at the EGM. As of the date of this notice the Company holds no treasury shares.
Information to the EGM
The shareholders are reminded of their right under Chapter 7 Section 32 of the Swedish Companies Act, to request the Board of Directors and the CEO to provide information at the EGM in respect of circumstances which may affect the assessment of an item on the agenda or the Company's financial position.
Request for such information shall be sent in writing to Bioservo Technologies Aktiebolag (publ), Torshamnsgatan 35, SE-164 40 Kista,
Processing of personal data
For information on how your personal data is processed, it is referred to the privacy notice available at
________________
Kista in
Bioservo Technologies Aktiebolag (publ)
The Board of Directors
For further information, please contact:
Petter Bäckgren, CEO
Phone: (
petter.backgren@bioservo.com
About
For more information, please visit www.bioservo.com.
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