Bifogade filer
Beskrivning
Land | Sverige |
---|---|
Lista | Mid Cap Stockholm |
Sektor | Hälsovård |
Industri | Medicinteknik |
The shareholders of Bactiguard Holding AB (publ), company reg. no. 556822-1187 ("Bactiguard"), are hereby given notice to attend the Annual General Meeting (AGM) to be held on Thursday, 15 May 2025 at 9 am at Posthuset 7A, Vasagatan 28 in Stockholm. Registration will commence at 8 am.
Right to participate and notice of intent to participate
Shareholders wishing to participate in the Annual General Meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB ("Euroclear") on Wednesday 7 May 2025 ("the record date")
- provide notice to the company of their intent to participate in the shareholder meeting no later than Friday, 9 May 2025. Notice must be given by post to Bactiguard Holding AB (publ), "AGM 2025", Box 15, 146 21 Tullinge, or by e-mail: stamman@bactiguard.se. The shareholder's name, personal identification number or company registration number, address and telephone number and any accompanying assistants (maximum of two) must be stated in the notice.
Trustee-registered shares
Shareholders who have their shares trustee-registered through a bank or other nominee, for example have their shares in a depository, must - in addition to registering their postal vote - temporarily request the shares to be re-registered in their own name so that the shareholder is entered in the share register no later than on the record date on 7 May 2025. Such registration may be temporary (so-called voting rights registration) is to be requested with the trustee in accordance with the trustee's routines at such time in advance as decided by the trustee.
Voting rights registration made no later than Friday 9 May 2025 will be taken into account in the production of the share register as of the record date.
Power of attorney etc.
If participation takes place through a proxy or a representative of a legal entity, the original proxy, registration certificates and other authorization documentation should be sent to the company in due time at the above-stated address. A proxy form may be downloaded from the company's website at https://ir.bactiguard.com/
Proposed agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or more persons to approve the minutes
- Determination of whether the meeting was duly convened
- Presentation of the annual report and auditor's report, the consolidated annual report and auditor's report for the Group and auditor's statement for remuneration to senior management
- Statement by the CEO
- Resolutions regarding
- adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
- allocation of the Company's profit or loss according to the adopted balance sheet
- discharge from liability for the members of the Board of Directors and the CEO
- Resolution regarding the number of Directors of the Board and auditors
- Determination of the fees to be paid to the directors of the board and the company's auditor
- Election of Directors of the Board, Chairman of the Board, and auditor
- Presentation and resolution of the remuneration report
- Resolution to authorize the Board of Directors to resolve to issue new shares, warrants or convertibles
- Closing of the meeting
Proposals for resolutions
Item 2 - Election of a Chairman for the Annual General Meeting
The Nomination Committee proposes lawyer Magnus Lindstedt to be, or in the event of his absence, the one the nomination committee appoints, elected as Chairman of the Annual General Meeting.
Item 9b - Resolution regarding allocation of the company's loss according to the adopted balance sheet
The Board of Directors proposes that no dividend be paid for the financial year 2024.
Item 10 - Resolution regarding the number of Directors of the Board and auditors
The Nomination Committee has proposed that the number of Directors of the Board shall be five (5) and that Bactiguard should have a registered accounting firm as its auditor.
Item 11 - Determination of the fees to be paid to the Directors of the Board and the company's auditor
The Nomination Committee proposes that remuneration to Board members elected by the Annual General Meeting who are not employees of the Group (none of the nominated Board members are employed by the Company) will be paid in the following amounts: SEK 750 000 to the Chairman of the Board and SEK 400 000 to each of the additional four Board members. No specific remuneration is proposed for the work in the additional Committees.
The Nomination Committee proposes that fees will be paid to the company's auditor according to approved account.
Additional information on the Nomination Committee's proposals regarding remuneration is included in the Nomination Committee's statement.
Item 12 - Election of the Board of Directors, Chairman of the Board, and company auditor
The Nomination Committee proposes re-election of Thomas von Koch, Dr Richard Kuntz, Professor Anna Martling, Magdalena Persson and Jan Ståhlberg. The Nomination Committee further proposes that Thomas von Koch is re-elected as the Company's Chairman of the Board of Directors.
The Nomination Committee further proposes, as recommended by the Audit Committee, the re-election of the registered accounting firm Deloitte AB as the Company's auditor for the period until the close of the next Annual General Meeting. Deloitte AB has provided notice that Therese Kjellberg will continue as auditor in charge.
More information on the Nomination Committee's proposals regarding the Board of Directors and auditor is included in the Nomination Committee's statement, see below section "Documentation". The Bactiguard website also contains information on all proposed members.
Item 13 - Presentation and resolution of the remuneration report
The Board of Directors has compiled a remuneration report for 2024 and proposes to the AGM to approve the report. The remuneration report is included in the supporting resolution documentation which are held available ahead of the AGM according to the information below.
Item 14 Resolution to authorize the Board of Directors to resolve to issue new shares, warrants or convertibles
The board of directors proposes that the Annual General Meeting resolves to authorize the board of directors to, on one or more occasions before the next annual general meeting, resolve to issue new shares, warrants and/or convertibles as follows.
The issue may be made with or without deviation from the shareholders' preferential rights. By resolution on the basis of the authorization, a maximum number of shares may be issued by way of a new issue of shares, exercise of warrants and/or conversion of convertibles corresponding to 10 percent of the total number of outstanding shares in the company at the time of the general meeting's resolution on the authorization (which does not prevent convertibles from being associated with recalculation conditions which, if applied, may result in a different number of shares).
The authorization includes the right to decide on an issue with cash payment, payment in kind or payment by set-off and otherwise be able to be associated with conditions referred to in Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act. 5 § second paragraph 1-3 and 5 of the Swedish Companies Act.
A cash or set-off issue made with deviation from the shareholders' preferential rights shall be made on market terms. Upon exercise of the authorization, the assessment made in this regard shall be reported.
The reason for the proposal and the possibility to deviate from the shareholders' preferential rights is to allow flexibility in connection with capital raisings or possible acquisitions. When using the authorization, the assessment made in this respect regarding deviation from the shareholders' preferential rights must be reported.
The Board of Directors, or the person appointed by the board of directors, shall be entitled to decide on such minor amendments to the authorization decision as may be necessary in connection with the registration of the decision with the Swedish Companies Registration Office or due to other formal requirements.
OTHER INFORMATION
Majority requirement
To adopt valid resolutions of the shareholder meeting under items 14, the resolutions must be supported by shareholders representing not less than two thirds of the votes cast and the shares represented at the meeting.
Number of shares and votes
At the time of the publication of this notice, there were a total of 35,043,885 shares in Bactiguard and 71,043,885 votes in the company, in the form of 4,000,000 Class A shares each entitling the shareholder to 10 votes and 31,043,885 Class B shares each entitling the shareholder to one vote. The company does not hold any shares in treasury.
The right to obtain information
The Board of Directors and the CEO shall, upon request by any shareholder and provided the Board of Directors is of the opinion that such can occur without material harm to the company, provide information regarding any circumstances which may affect the assessment of a matter on the agenda, circumstances which may affect the assessment of the company's or a subsidiary's financial position, and the company's relationship to other Group companies and the Group accounts.
Shareholders who wish to submit questions in advance can do so to Bactiguard at the address below.
Documentation etc.
The Board's complete resolution, the Nomination Committee's resolution and justification, accounting documents, auditor's report, the auditor's opinion on whether the guidelines for remuneration to executive management adopted by the AGM, the Board's remuneration report and other AGM documents are available at Bactiguard at the address Alfred Nobels allé 150 Tullinge and on Bactiguard's website, https://ir.bactiguard.com/ no later than Thursday, April 24, 2025 and will be sent to the shareholders who request it from Bactiguard and state their address. The above-mentioned documents are also presented at the Annual General Meeting.
Processing of personal data
Bactiguard Holding AB (publ) is responsible for the processing of personal data carried out in connection with the Annual General Meeting. Information on how such personal data is processed can be found in the company's policy on the processing of personal data in connection with the Annual General Meeting, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Stockholm, April 2025
Bactiguard Holding AB (publ)
The Board of Directors