Notice of the Annual General Meeting of the shareholders in SciBase Holding AB (publ)

The shareholders of SciBase Holding AB (publ), reg. no. 556773-4768, (hereinafter the “Company”) are hereby invited to the Annual General Meeting to be held on 16 May 2017, at 5.00 PM at Setterwalls Advokatbyrå’s  offices with address at Sturegatan 10 in Stockholm.

Registration 

Shareholders who wish to attend the Annual General Meeting must be recorded in the share register held by Euroclear Sweden AB on May 10, 2017 and notify the Company of their intention to attend by no later than May 10, 2017, preferably before 3.00 p.m. CET. Notice of attendance is made in writing to SciBase Holding AB (publ), P.O. Box 3337, 103 67 Stockholm, Sweden, or by e-mail info@scibase.com or by phone +46-8-410 620 00. The notice of attendance shall include name, personal or corporate ID number, address and phone number. The same dates, addresses, and formal requirements apply for notifying the Company of any accompanying advisors. Powers of attorneys, certificates of incorporation and other documents of authorization must be presented at the Annual General Meeting, but can preferably be sent to the Company in connection with the notice of attendance.

Shareholders whose shares are registered in the names of nominees must temporarily register the shares in their own name in order to be entitled to attend the Annual General Meeting (so called voting registration). In order for such voting registration to be completed on May 10, 2017 the shareholders must inform their nominees well before this date.

A shareholder's rights at the meeting may be exercised by a proxy empowered by a power of attorney. The power of attorney shall be in writing, dated and signed and must not be older than five years. The original power of attorney must be presented at the meeting. Those representing a legal person must also present a certificate of registration or the similar showing the authorized signatories. A proxy form is available on the Company’s website, www.scibase.com.

Proposed agenda

1. 1.                  Opening of the meeting;  
2. 2.                  Election of chairman of the meeting; 
3. 3.                  Drawing up and approval of the voting list;
4. 4.                  Approval of the agenda; 
5. 5.                  Election of one or two persons to adjust the minutes; 
6. 6.                  Determination as to whether the meeting has been duly convened; 
7. 7.                  Presentation of the annual report and the auditor's report on the annual report and the consolidated annual report and the auditor’s report on the consolidated annual report; 
8. 8.                  Resolutions regarding: 
   1.                     i.          adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet;
   2.                         ii.     allocation of the Company's result according to the adopted balance sheet; and 
   3.                        iii.     discharge from liability for the members of the Board of Directors and the Managing Director; 
9. 9.                  Resolution regarding the number of members and deputies of the Board of Directors;
10. 10.               Resolution regarding the remuneration for the members of the Board of Directors and the auditor; 
11. 11.               Resolution on guidelines for determination of salary and other remuneration to senior management;
12. 12.               Election of members, deputies and Chairman of the Board of Directors and auditor; 
13. 13.               Resolution regarding appointment of Nomination  Committee; 
14. 14.               Resolution regarding authorisation for the Board of Directors to resolve upon issues of shares, warrants and convertibles; 
15. 15.               Closing of the meeting. 

Proposals 

Election of chairman of the meeting – item 2

The Nomination Committee proposes that Attorney-at-law Mattias Detterfelt is appointed chairman of the meeting.

Allocation of the Company's result – item 8 (ii) 

The Board of Directors and the Managing Director proposes that the result for the year is allocated so that SEK 189,237,244 is carried forward. No dividend to the shareholders is thus proposed.

Resolution regarding the number of members and deputies of the Board of Directors – item 9 

The Nomination Committee proposes that the Company's Board of Directors shall consist of six ordinary members and one deputy.

Resolution regarding the remuneration for the members of the Board of Directors and the auditor – item 10 

The Nomination Committee proposes that a fee of SEK 200,000 shall be paid to the Chairman of the Board of Directors and SEK 150,000 to external members of the Board of Directors who are not employed by a larger shareholder in the Company.  

Board members shall, provided that the circumstance so allow from a tax perspective and that no additional costs will be incurred by the Company, be allowed to invoice the fee.

Fees to the Company's auditor shall be paid in accordance with approved invoices.

Resolution on guidelines for determination of salary and other remuneration to senior management – item 11

The Board of Directors proposes that the Annual General Meeting resolve to adopt the following guidelines for the remuneration of senior management members for the period extending until the 2018 Annual General Meeting.

The remuneration of the senior management members shall comprise fixed salary, variable salary (if any), pension and other benefits. The total remuneration package should be based on market terms, be competitive and reflect the individual’s performance and responsibilities as well as the Group’s earnings trend.

The variable salary may comprise annual incentives in cash and long-term incentives in cash, shares and /or share-based instruments in the Company. Variable salary in cash is conditional upon the fulfillment of defined and measurable goals and should be maximized in relation to the fixed salary. Long-term incentives in the form of shares and /or share-based instruments in the Company may be provided through participation in long-term incentive programs approved by the Annual General Meeting. Terms and conditions for variable salary should be designed so that the Board of Directors, if exceptional economic circumstances prevail, has the option of limiting or refraining from payment of variable salary if such a measure is considered reasonable.

In specific cases, agreements may be reached regarding one-off remuneration amounts provided that such remuneration does not exceed an amount corresponding to the individual’s annual fixed salary and maximum variable salary in cash, and is not paid more than once per year and individual.

Pension benefits should either be defined benefit or defined contribution, or a combination there of. The retirement age for the Managing Director and for other senior management members is a minimum of 65. 

Members of the senior management generally have a period of notice of not more than 12 months. The Board of Directors shall have the right to depart from the guidelines resolved on by the Annual General Meeting if, in an individual case, there are special reasons for this. 

The sphere of senior executives encompassed by the guidelines comprises the Managing Director and other members of senior management.

Election of members, deputies and Chairman of the Board of Directors and auditor – item 12

The Nomination Committee proposes election of members, deputies and Chairman of the Board of Directors and auditor for the period until the end of the next Annual General Meeting, as follows:

Board members:

Tord Lendau (re-election)                                   

Thomas Taapken (new election)                                                   

Diana Ferro (new election)                                 

Per Aniansson (re-election)  

Renee Lucander (re-election)

Thomas Eklund (new election)                                                       

Chairman:

Tord Lendau (re-election)

Deputies: 

Per Nordgren (new election)

Auditor:

The chartered auditing firm PricewaterhouseCoopers AB (PwC), with Magnus Lagerberg as responible auditor (new election) 

Resolution regarding appointment of Nomination Committee – item 13 

The Nomination Committee proposes the following decision for election of a Nomination Committee for the Annual General Meeting 2018:

The Nomination Committee for the Annual General Meeting 2018, which shall comprise of four members, shall be appointed by way of that the Chairman of the Board of Directors will consult with the three largest shareholders of the Company at the end of the third quarter of 2017. These shareholders will be requested to each appoint one member who, together with the Chairman of the Board of Directors, will form the Nomination Committee. The composition of the Nomination Committee shall be publicly announced no later than six months prior to the Annual General Meeting. The Nomination Committee, whose mandate period applies until the time a new Nomination Committee has constituted itself, shall appoint a chairman among its members. The Nomination Committee shall prior to the Annual General Meeting 2018 prepare and submit proposals regarding the election of the chairman of the meeting, the number of board members and deputy members, the election of board members, chairman, deputy members and auditor, remuneration for the Board of Directors and the auditor, as well as guidelines for the appointment of the Nomination Committee for the following Annual General Meeting. The Nomination Committee’s proposals shall be presented in the notice to a general meeting where election of board members and auditor shall take place and on the Company’s website. Should a member of the Nomination Committee resign from its assignment, a replacement shall be sought from the shareholder that appointed the departing member. Should a shareholder that has appointed a member in the Nomination Committee substantially decrease its ownership in the Company, the next shareholder in size order shall, if the Nomination Committee so resolves, be requested to appoint a member to the Nomination Committee.

Resolution regarding authorisation for the Board of Directors to resolve upon issues of shares, warrants and convertibles – item 14

The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, until the next Annual General Meeting, on one or more occasions, decide upon issuances of new shares, issuance of warrants and/or convertibles. New issues of shares and issues of warrants and/or convertibles may occur with or without preferential rights for shareholders of the Company, and  may be made either in cash and/or by way of set-off or contribution in kind or otherwise on specific terms. The number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, shall not exceed 820,000 (corresponding to approx. 10 percent of the number of shares in the Company at the date of the issuance of the notice).

Information at the Annual General Meeting

Upon request by any shareholder and where the Board of Directors believes that such may take place without significant harm to the Company, the Board of Directors and the Managing Director should provide information at the Annual General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda, and any circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position and as regards the Company’s relationship to other group companies.

Majority Requirements 

For resolution in accordance with items 14 on the agenda, it is required that the general meeting’s resolution is supported by shareholders representing at least two thirds of the shares represented the votes cast at the general meeting.

Number of shares and votes

At the time of the issuance of this notice, the total number of shares and votes in the Company amounted to 8,284,768.

Documents

The financial statements and auditor's report will be available in the Company's offices and at the Company’s website www.scibase.com as of 25 April 2017. Copies of the aforementioned documents will also be sent by post to shareholders who so request and provide their postal addresses. The proposals of the Board of Directors and the Nomination Committee are set out in full in the notice. 

 * * * * * *

Stockholm in April 2017 

SciBase Holding AB (publ)

The Board of Directors

For further information please contact:

Michael Colerus, CFO Tel: +46 70 341 34 72

About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia, and is awaiting FDA clearance in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.