NOTICE TO ATTEND EXTRAORDINARY GENERAL MEETING IN SCIBASE HOLDING AB (PUBL)
The shareholders of SciBase Holding AB (publ), reg. no. 556773-4768 (the “Company”) are hereby invited to the extraordinary general meeting to be held on Wednesday 15 November 2017, at 4.30 p.m. at Setterwalls Advokatbyrå’s offices with address Sturegatan 10 in Stockholm. Registration for the meeting commences at 4.00 p.m.
Shareholders wishing to participate at the general meeting must:
(i) be entered in the share register kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day which is Thursday, 9 November 2017; and
(ii) notify the Company of their attendance as well as any attending assistants no later than 9 November 2017. Notification of attendance can be made in writing to SciBase Holding AB (publ), Attn: General meeting, P.O. Box 3337, SE-103 67 Stockholm, Sweden, or by e-mail to email@example.com.
The notification of attendance shall include name, personal or corporate registration number, address, shareholding and telephone number. The same dates, addresses and formal requirements apply for notification of assistants and the number of assistants may not be more than two. Powers of attorney, certificates of registration and other documents of authority must be presented at the general meeting, but can preferably be sent to the Company in connection to the notification of attendance.
Personal data obtained from the share register kept by Euroclear Sweden AB, notification of attendance and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, the minutes of the meeting.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name in order to be entitled to participate at the general meeting (so-called voting registration). Such re-registration must be completed no later than on the record day which is Thursday, 9 November 2017.
Shareholders intending to participate by proxy must issue a written and dated power of attorney, signed by the shareholder. The power of attorney may not be older than five years. If the power of attorney is issued by a legal entity, the power of attorney shall be accompanied by a copy of a valid certificate of registration (Sw. Registreringsbevis) of the legal entity or, if such document is not available, equivalent documents of authority. A power of attorney form is available on the Company’s website www.scibase.com. The original version of the power of attorney shall also be presented at the meeting.
- 1. Opening of the general meeting
- 2. Election of chairman of the meeting
- 3. Preparation and approval of voting list
- 4. Approval of the agenda
- 5. Election of one or two persons to approve the minutes
- 6. Determination as to whether the meeting has been duly convened
- 7. Resolution regarding issuance of shares with preferential rights for the shareholders
- 8. Resolution regarding authorisation for the board of directors to resolve upon issuances of shares with preferential rights for the shareholders
- 9. Closing of the meeting
Item 7. Resolution regarding issuance of shares with preferential rights for the shareholders
In order to enable the Company’s launch strategy for the US market and its updated growth plan and to meet the capital need that will arise in connection therewith, the board of directors of the Company proposes that the extraordinary general meeting resolves upon an issuance of new shares with preferential rights for the shareholders (the “Preferential Rights Issue”) on the following terms.
Number of shares and increase of the share capital
The Preferential Rights Issue comprises not more than 9,468,306 shares. The Company’s shareholders shall have preferential rights to subscribe for the issued shares in relation to the number of shares previously held. At full subscription of all shares in the Preferential Rights Issue the Company’s share capital will increase by SEK 35,032,732.2.
The record day for determination of which shareholders are entitled to subscribe for shares in the Preferential Rights Issue with exercise of preferential rights shall be Wednesday, 22 November 2017 (the “Record Day”).
Right to subscribe for shares
Shareholders who are registered in the Company’s share register kept by Euroclear Sweden AB on the Record Day are entitled to subscribe for shares in the Preferential Rights Issue, whereupon one (1) share entitle to one (1) subscription right and seven (7) subscription rights entitle to subscription of eight (8) new shares.
The subscription price is SEK 9 per share.
Subscription and payment
Subscription of shares in the Preferential Rights Issue shall be made through simultaneous cash payment during the period from and including 27 November 2017 up to and including 11 December 2017. Subscription made without exercise of subscription rights shall be made on a specific subscription list during the period from and including 27 November 2017 up to and including of 11 December 2017. Payment for shares subscribed for without exercise of subscription rights shall be made in cash no later than three (3) business days from the day when a settlement note stating the allotment of shares was sent to the subscriber.
The board of directors shall be entitled to prolong the period for subscription and payment.
Allotment of shares
If not all shares have been subscribed for by exercise of subscription rights, the board of directors shall resolve upon allotment of shares subscribed for without exercise of subscription rights within the maximum amount of the Preferential Rights Issue, whereby the board of directors shall allot shares primarily to those who have also subscribed for shares by exercise of subscription rights (irrespective of if they were shareholders on the Record Day or not) and, in case of oversubscription, pro rata in relation to their subscription made by exercise of subscription rights; secondly, to those who have subscribed for shares without exercise of subscription rights and, if full allotment cannot be made, pro rata in relation to their subscription and, in so far as such allotment cannot be made, through the drawing of lots; thirdly, provided that such allotment is necessary in order for the Preferential Rights Issue to be fully subscribed, to those who have provided guarantee undertakings regarding subscription of shares (based on the guarantee undertakings).
Right to dividends
The new shares shall entitle to dividends for the first time on the first record date for entitlement to dividends taking place after the new shares have been registered with the Swedish Companies Registration Office and in the Company’s share register kept by Euroclear Sweden AB.
The board of directors or anyone appointed by the board of directors shall be authorized to make any minor adjustments required in order to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Item 8. Resolution regarding authorisation for the board of directors to resolve upon issuances of shares with preferential rights for the shareholders
The board of directors proposes that the general meeting resolves to authorize the board of directors to, up until the next annual general meeting, on one or more occasions, resolve upon issuances of new shares. Issuances of new shares may only be made with preferential rights for the Company’s shareholders and payment may only be made in cash.
The objective of the resolution proposal is partly to enable the board of directors to resolve upon an issuance of new shares should market conditions prevail causing the board of directors to, prior to the extraordinary general meeting, assess that the preferential rights issue proposed under item 7 above cannot be carried out successfully, in which case the board of directors intend to withdraw the resolution proposal in item 7 above. The objective of this resolution proposal is further to enable the board of directors to resolve upon a new share issue on corresponding terms as in item 7 above, but with an adjusted timetable, should unforeseen events impact the timetable in a way which makes a preferential rights issue resolved in accordance with item 7 above impossible to carry through according to plan.
Information at the general meeting
If any shareholder so requests and where the board of directors believes that such information can be provided without significant harm to the Company, the board of directors and the managing director shall provide information at the 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.
Number of shares and votes
At the time of the issuance of this notice to attend, the total number of shares and votes in the Company amounted to 8,284,768.
The financial statements, auditor’s report and the documents required pursuant to Chapter 13 Section 6 of the Swedish Companies Act (Sw. aktiebolagslagen) will be available at the Company’s premises and at the Company’s website www.scibase.com no later than 1 November 2017. Copies of the aforementioned documents will also be sent by post to shareholders who so request and provide their postal addresses. The board of directors’ complete resolution proposals are set out in full in this notice to attend.
Stockholm in October 2017
The board of directors