Reviewing Notice to Annual General Meeting in Bioservo Technologies AB (publ)
The shareholders of Bioservo Technologies AB (publ), reg. no. 556650-7264 (”Company”), are hereby summoned to the annual general meeting on Monday 7 May 2020 at 4.00 p.m. at the Companies offices, Torshamnsgatan 35, Kista.
With regards to the risks related to the spread of the Coronavirus (COVID-19), Bioservo has decided to take the following precautionary steps at the Annual General Meeting:
- No food or drink will be served.
- Participation by both Board of Directors and Management will be restricted.
- The duration of the General Meeting will be reduced, but without infringing on the rights of the shareholders.
- A shorter presentation will be held by the CEO.
Bioservo is taking these measures to protect the health of our shareholders and employees and as far as possible limit the spread of the new coronavirus.
Prior to the General Meeting, Bioservo may update the above precautionary steps if required and in case of publication of new recommendations by the health authorities.
Right to attend the Meeting
Shareholders who wish to attend the meeting, must
- be registered the share register maintained by Euroclear Sweden AB as of Friday 1 May 2020,
- also to register with Bioservo by mail to Bioservo AB (publ), Torshamnsgatan 35, 164 40 Kista or by e-mail to invest@bioservo.com, latest on Friday 1 May 2019. Notification shall include the shareholders name, personal identification number/corporate registration number, shareholding, address, telephone number, as well as, wherever applicable, details of representatives, proxies and advisors.
Nominee-registered shares
To be entitled to participate in the Meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share.
Proxy
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person, a certified copy of the certificate of registration or equivalent must be attached. The power of attorney may not be valid for a longer period than five years from its issuance. A copy of the power of attorney and certification should be submitted to the Company by post at the address mentioned above in duly time prior to the Meeting. Power of attorney in original and registration certificate must also be presented at the AGM. The form for power of attorney will be available via the Company's website, www.bioservo.se, and sent free of charge to the
the shareholders who request it and state their postal address.
Annual report
The annual report and the auditor’s report will be available on the Company’s website www.bioservo.com on April 2, 2020. These documents can also be sent to shareholders who so request and who inform the Company of their postal address.
Proposed Agenda
1. Opening of the Meeting
2. Appointment of chairman of the Meeting
3. Preparation and approval of the voting list
4. Election of one or two persons to approve the minute
5. Approval of the agenda
6. Determination that the Meeting has been duly convened
7. Submission of the annual accounts and the auditor
8. Resolution regarding:
a) the adoption of the income statement and the balance sheet
b) appropriation of the Company’s results in accordance with the adopted balance sheet
c) discharge of the members of the board of directors and the managing director from liability
9. Determination of fees for members of the board of directors and auditors
10. Election of members of board of directors and election of auditor
11. The board of directors’ proposal regarding authorization for the board of directors to resolve on issue of new shares
12. Closing of the Meeting
Proposed for decision
Election of chairman of the meeting (2)
Anders Lundmark is proposed as chairman.
Fees to the Board and auditors (9)
The Board of Directors proposes that unchanged annual fees be paid to the Board of Directors of SEK 200,000 to the Chairman of the Board and SEK 80,000 to each of the other Board members and that the auditor be paid according to approved invoice.
Election of members of board of directors and election of auditor (10)
The nomination committee proposes that the number of Board members on the Board should be six (6). The Nomination Committee proposes, for the period until the end of the next Annual General Meeting, re-election of the Board members Anders Lundmark, Runar Bjørklund, Karin Ruiz, Kunal Pandit and Nikolaj Sørensen, as well as new election of Claes Mellgren. As the Chairman of the Board, it is proposed that Anders Lundmark be re-elected. Hans von Holst has declined re-election.
Claes Mellgren founder of the AQ Group, a global manufacturer of components and systems for industrial customers, was also CEO for the company between the years 2010 and 2018. He has previously been production, logistics and site manager at different ABB units in Västerås. Claes is today mainly working as an angel-investor and has several board positions including AQ Group (Nasdaq Mid Cap), Note AB (Nasdaq Small Cap) and Automation Region. Claes has a Master of Science degree from the University of Linköping.
Proposal to re-elect auditor Anna Stenberg from Mazar SET Revisionsbyrå AB, for the period until the end of the next Annual General Meeting.
Authorization for the board of directors to resolve on issue of new shares (11)
The Board of Directors proposes that the Meeting authorizes the Board of Directors to, for the period until the next Annual General Meeting, on one or more occasions, decide on a new issue of a maximum of 1,500,000 shares. The issue may be made with or without deviation from the shareholders' preferential rights and against cash payment, payment by kind, by set-off or otherwise with terms according to Chapter 2. Section 5, second paragraph, 1-3 and 5 the Swedish Companies Act. The purpose of the authorization is for the Company to be able to issue shares to enable payment of the purchase price when acquiring a company or business and to be able to make targeted issues with a view to acquiring capital for the Company. If the authorization is exercised in its entirety, this will correspond to a dilution of approximately 10.5% of the shares and votes in the Company. For decisions according to the Board's proposal, it is required that the AGM's decision be assisted by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Meeting.
Number of shares and votes
The total number of shares and votes in the Company as of the date of the notice amounts to 14,298,321, each share having one vote. The company does not hold any own shares on the day of this notice.
Kista, 2 April 2019
Bioservo Technologies AB (publ)
The board of directors
About Bioservo Technologies
Bioservo Technologies AB (publ) is a world leading company in wearable muscle strengthening systems for people in need of extra strength and endurance. All our innovative products and systems are designed to keep people strong, healthy and efficient.
The company has a unique global position within soft exoskeleton technology for the hand, both for industrial applications to improve the health for workers and to improve quality of life for people with reduced muscle strength.
Bioservo Technologies was founded in 2006 in collaboration between researchers at the Royal Institute of Technology and a doctor at Karolinska University Hospital. Bioservo Technologies is a Swedish public limited company with headquarters in Stockholm.
FNCA Sweden AB, +46(0)8 528 00399, info@fnca.se is the Company’s Certified Adviser on Nasdaq First North Growth Market.
For more information, please visit www.bioservo.com