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Clarification to the previous proposal regarding authorization in the notice to the Annual General Meeting of BICO Group AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
BICO Group AB (publ) hereby wants to make a clarification regarding the notice to attend the Annual General Meeting on May 8, 2025, that was published on April 7, 2025. The clarification regards the Board of Directors’ proposal for resolution under item 19, which concerns the authorization of the Board of Directors to resolve on new share issues.
See the clarification in its entirety below.
Clarification to the previous proposal regarding authorization in the notice to the Annual General Meeting of BICO Group AB (publ)
The previously published notice to attend the Annual General Meeting of BICO Group AB (publ), 559050-5052 (the "Company"), contains, in item 19, the Board of Directors' proposal for a resolution to authorize the Board of Directors to resolve on new share issues.
After discussion and gathering of opinions from shareholders, the Board of Directors has decided to clarify the proposal under item 19. The Board of Directors' proposal for a resolution at the Annual General Meeting on May 8, 2025, is set out below.
Proposal for resolution on authorization for the Board of Directors to decide on new issues of shares
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors, for the period until the end of the next Annual General Meeting, one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new issue of shares of series B in connection with acquisitions of operations, companies, shares in companies, or rights as set out below.
The authorization may be used for issues of shares of series B, which may be carried out to finance acquisitions of operations, companies, shares in companies, or rights as cash issues corresponding to a maximum of 10 per cent of the registered share capital of the Company at the time of the meeting's resolution on authorization. Issues under this part of the authorization shall only be made with preferential rights for the Company's shareholders.
In addition, the Board of Directors shall, in connection with acquisitions of operations, companies, shares in companies, or rights, be able to decide on non-cash or set-off issues corresponding to an additional maximum of 10 per cent of the registered share capital of the Company at the time of the meeting's resolution on authorization. Issues under this part of the authorization shall only be made with deviation from the shareholders' preferential rights and only directed at sellers of acquired operations, companies, shares in companies, or rights. If the Board of Directors resolves on an issue with deviation from the shareholders’ preferential rights, the rationale shall be that the Board shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt.
The total authorization of a maximum of 20 per cent thus presupposes that a maximum of 10 per cent is used for in-kind or offset issues with deviation from the shareholders' preferential rights in connection with acquisitions of operations, companies, or rights and a maximum of 10 per cent is used for cash issues with preferential rights for the Company's shareholders to finance acquisitions as stated above.
The subscription price shall be determined on market terms and conditions.
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.