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Notice of annual general meeting in Biovica International AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Bioteknik |
The shareholders of Biovica International AB, reg. no. 556774-6150, (the "Company") are hereby invited to the annual general meeting to be held on Tuesday 17 September 2024, at 10.00 CET in Conference Hubben's premises on Dag Hammarskjölds Väg 38 in Uppsala.
Right to attend the general meeting
Shareholders wishing to attend the annual general meeting must:
- on the record date, which is Monday 9 September 2024, be registered in the share register maintained by Euroclear Sweden AB; and
- notify their participation at the general meeting no later than Wednesday 11 September 2024. Notice of participation at the general meeting shall be sent by regular mail to Baker & McKenzie Advokatbyrå, Attn: Elsa Sefastsson, Box 180, 101 23 Stockholm, Sweden (please mark the envelope with "Biovica annual general meeting 2024") or by e-mail to elsa.sefastsson@bakermckenzie.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Monday 9 September 2024 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Wednesday 11 September 2024 will be considered in preparations of the share register.
Proxy etc.
A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail to Baker & McKenzie Advokatbyrå, Attn: Elsa Sefastsson, Box 180, 101 23 Stockholm (please mark the envelope with "Biovica annual general meeting 2024"), Sweden or by e-mail to elsa.sefastsson@bakermckenzie.com, and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on 11 September 2024. A proxy form will be available for downloading on the Company's website www.biovica.com.
Draft agenda
- Opening of the meeting.
- Election of chairman of the meeting.
- Preparation and approval of the voting list.
- Election of one or more persons to certify the minutes.
- Examination of whether the meeting has been properly convened.
- Approval of the agenda.
- Presentation of the annual report and the auditors' report and the group annual report and the group auditor's report.
- Resolution regarding:
- adoption of income statement and balance sheet and the group income statement and the group balance sheet,
- the profit or loss of the Company in accordance with the adopted balance sheet and group balance sheet, and
- discharge from liability of the board of directors and the managing director.
- Determination of the number of directors and auditors.
- Determination of fees to the board of directors and to the auditors.
- Election of the board of directors and auditors.
- Resolution regarding authorization for the board to issue shares, warrants and/or convertibles.
- Closing of the meeting.
Proposed resolutions
Item 2: Election of chairman of the meeting
The nomination committee proposes that Lars Holmqvist is appointed as chairman of the general meeting.
Item 8b: Resolution regarding decision regarding the profit or loss of the Company in accordance with the adopted balance sheet
The board of directors proposes that all funds available for the annual general meeting shall be carried forward.
Item 9-11: Determination of the number of directors and auditors, determination of fees to the board of directors and to the auditors, and election of the board of directors and auditor
The nomination committee proposes that the board shall consist of seven directors. The nomination committee further proposes that the number of auditors shall be one registered accounting firm.
The nomination committee proposes that the remuneration is to be SEK 1,675,000 in total (unchanged since previous year), including remuneration for committee work, and shall be paid to the board of directors and the members of the established committees in the following amounts:
- SEK 200,000 (SEK 200,00) for each of the non-employed directors and SEK 450,000 (SEK 450,000) to the chairman provided that the chairman is not an employee.
The nomination committee further proposes that remuneration for committee work shall be paid in the following amounts:
- SEK 75,000 (SEK 75,000) to the chairman and SEK 37,500 (SEK 37,500) to the other members of the audit committee and the remuneration committee.
The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.
The nomination committee proposes the re-election of the current directors Annika Carlsson Berg, Marie-Louise Fjällskog, Maria Holmlund, Lars Holmqvist, Ulf Jungnelius, Anders Rylander and Jesper Söderqvist. Furthermore, it is proposed to re-elect Lars Holmqvist as chairman of the board.
The nomination committee further proposes the re-election of the registered audit firm Grant Thornton Sweden AB as the Company's auditor for a period up until the end of the next annual general meeting. Grant Thornton Sweden AB has announced that the authorized auditor Stéphanie Ljungberg continues as main responsible auditor.
Independence in accordance with the Swedish Corporate Governance Code
After an assessment of the proposed directors' independence the nomination committee has found that their proposal for the composition of the board of directors of the company fulfills the requirements stipulated in the Swedish Corporate Governance Code (the "Code"). With respect to the proposed members of the board, Anders Rylander may be considered dependent in relation to the Company. The other proposed directors are considered independent to the Company, the management of the Company and the Company's major shareholders.
The nomination committee's complete proposal and motivated opinion as well as further information regarding the directors proposed for re-election are available at the Company's website www.biovica.com and will also be available in the annual report for 2023/2024.
Item 12: Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
The board of directors of the Company proposes that the annual general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, convertibles and/or warrants, with the right to convert and subscribe for shares, respectively, with or without preferential rights for the shareholders, corresponding to an increase in the share capital of a maximum of twenty (20) percent based on the total share capital in the Company at the time of the annual general meeting, to be paid in cash, in kind and/or by way of set-off.
The issuances shall be made at a market subscription price, subject to a market issue discount where applicable, and payment shall, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions. A new share issue decided on the basis of the authorization shall take place for the purpose of providing the Company with working capital. If the board of directors decides on an issue with deviation from the shareholders' preferential rights, the reason shall be to provide the Company with working capital and/or new owners of strategic importance to the Company and/or acquisitions of other companies or operations.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Majority requirements
Resolution in accordance with item 12 is valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date of the notice amount to 90,344,997 shares, of which 6,271,293 are A shares corresponding to 18,813,879 votes and 84,073,704 are B shares corresponding to 84,073,704 votes, whereby the total number of votes amount to 102,887,583 votes. The Company does not own any of its own shares.
Other
The annual report with the auditor's report, the complete proposals, proxy form and other documents that shall be available in accordance with the Swedish Companies Act are available at least three weeks in advance of the meeting. The nomination committee’s complete proposal and motiveted statement are available as from today. All documents are available at the Company and at the Company's website www.biovica.com and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice bolagsstammor-engelska.pdf.
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Uppsala in August 2024
Biovica International AB
The board of directors