NOTICE OF EXTRAORDINARY GENERAL MEETING OF BIOSERVO TECHNOLOGIES AB (PUBL)
The shareholders in Bioservo Technologies AB (publ), 556650-7264 (the “Company”), are invited to attend the Extraordinary General Meeting at the Company’s facilities, Torshamnsgatan 35, Kista, Sweden, on Tuesday, September 10, 2019 at 10.00 (CET).
Right to participate and notification
Shareholders who wish to participate in the extraordinary general meeting must
- be recorded in the Shareholders' Register issued by Euroclear Sweden AB on Wednesday, September 4, 2019,
- no later than Wednesday, September 4, 2019 notify the Company of participation including the number of assistants (maximum two) in writing by mail to Bioservo Technologies AB (publ), Torshamnsgatan 35, 164 40 Kista or by e-mail to invest@bioservo.com. The notification should state the full name, personal or organizational number, shareholding, address, telephone number and, where applicable, information on deputy, representative or assistant. The notification should, where appropriate, be accompanied by Power of Attorney, registration certificates and other authorization documents.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must temporarily, through the nominee's care, have the shares registered in their own name in order to have the right to attend the extraordinary general meeting. Such registration, which normally takes a few days, should be completed no later than Wednesday, September 4, 2019 and should therefore be requested from the nominee well in advance of this date.
Agents etc.
Shareholders represented by representative must issue written and dated Power of Attorney for the representative. If the Power of Attorney is issued by a legal person, a certified copy of the registration certificate, or the corresponding authorization document, showing that the persons who have signed the Power of Attorney are authorized signatories of the legal person, shall be attached to the Power of Attorney. The period of validity of the authorization may be stated for a maximum of five years from the date of issue. A copy of the authorization and any registration certificate should be sent in good time before the extraordinary general meeting to the Company at the address as above. The Power of Attorney in original and registration certificate must also be presented at the Extraordinary General Meeting. A proxy form will be available via the Company's website, www.bioservo.com, and will be sent free of charge to the shareholders who request it and provide their postal address.
DRAFT AGENDA
1. Opening of the Meeting.
2. Election of chairman.
3. Establishment and approval of voting list.
4. Election of one or two attestors.
5. Approval of agenda.
6. Examination of whether the meeting has been duly convened.
7. Approval of the Board's resolution on the issue of new shares.
8. Closing of the Meeting.
PROPOSITION FOR RESOLUTION
Election of Chairman of the Meeting (item 2)
The Chairman of the Board of Directors Anders Lundmark is proposed as Chairman of the Extraordinary General Meeting.
Resolution on approval of the Board's decision on the issue of new shares (item 7)
On August 23, 2019, the Board of Directors of the Company, subject to the approval of the Extraordinary General Meeting, resolved on a rights issue of a maximum of 5,361,870 shares, resulting in an increase of the share capital by a maximum of SEK 1,072,374 (the “Rights Issue”).
The following conditions shall apply to the Rights Issue.
- The subscription price is SEK 12 per share.
- The company's shareholders shall have preferential rights to subscribe for the new shares in proportion to the number of shares they previously owned. For each existing share, one (1) subscription right is obtained. Five (5) subscription rights entitle to subscription of three (3) new shares.
- The record date for participation in the Rights Issue with preferential rights shall be September 12, 2019.
- In the event that not all shares have been subscribed for under subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, decide on the allocation of shares subscribed without support of subscription rights. Allocation without preferential rights shall:
- In the first instance, allotment of shares subscribed without support of subscription rights shall be to subscribers who have also subscribed for shares with the support of subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in the event that allotment thereof cannot be full granted, allotment shall be made in proportion to the number of subscription rights that have been exercised for subscription of shares and, to the extent that this cannot be done, by drawing lots.
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- In the second instance, allotment of shares subscribed without support of subscription rights shall be allocated to others who subscribed without the support of subscription rights, and in the event that allotment to them cannot be fully granted, allotment shall be made in proportion to the number of shares each and one subscribed for and, to the extent this cannot be done, by drawing lots.
- In third and last instance, allotment of shares subscribed without support of subscription rights shall be allocated to those who have entered a guarantee undertaking agreement as an underwriter, and in the event that allotment to them cannot be fully granted, allotment shall be made in proportion to the underwritten amount and, to the extent this cannot be done, by drawing lots.
- Share subscription shall take place during the period September 16 to September 30, 2019. The Board of Directors shall have the right to extend the subscription period.
- Subscription of shares based on subscription rights shall be made through simultaneous cash payment, during the period September 16 to September 30, 2019. Subscription of shares without support of subscription rights shall be made on a separate application form and paid in accordance with the instructions at this form. The Board shall have the right to decide on the extension of the payment period.
- The new shares shall entitle the right to dividend for the first time on the record date for the dividend that occurs after the new share issue has been registered with the Swedish Companies Registration Office.
The Board of Directors, or the person appointed by the Board of Directors, shall have the right to make minor adjustments to the above resolutions which may prove necessary in connection with the registration with the Swedish Companies Registration Office or Euroclear Sweden AB, including but not limited to ensuring that the so-called. BTA (i.e. paid subscribed share) shall be delivered to the subscriber.
Documents in accordance with Chapter 13. Section 6 of the Swedish Companies Act has been established.
Considering the information stated above, the Board of Directors proposes that the Extraordinary General Meeting approves the Board's resolution on the Rights Issue.
Number of shares and votes
The total number of shares and votes in the Company per the day for the notice is 8,936,451, whereas each share holds one vote. The company does not own any shares per day for this notice.
Other
The Board's resolution in accordance with item 7 above and the documents referred to in Chapter 13 Section 6 of the Companies Act will be made available by the Company and will be posted on the Company's website www.bioservo.com no later than August 27, 2019. The documents will be sent by mail to the shareholders who so request and state their postal address. The shareholders are informed of their right to request information at the Extraordinary General Meeting on matters that may affect the assessment of an item on the agenda.
Personal data
In connection with the notification, the Company will process the personal data regarding shareholders requested above. The personal data collected from the share register, notification of attendance at the Extraordinary General Meeting and information on representatives and assistants will be used for registration, preparation of the voting list for the Extraordinary General Meeting and, where applicable, minutes of the meeting. The personal data will only be used for the Extraordinary General Meeting to which this notice relates. For information on how your personal data is processed, see the Company's website https://www.bioservo.com/sv/resource-center/policies/privacy-policy and https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Kista August 2019
BIOSERVO TECHNOLOGIES AB (PUBL)
The Board of Directors
About Bioservo Technologies
Bioservo Technologies (publ) is a technology and development company that combines medical science with modern robotics. The company holds a leading global position within soft exoskeleton technology –wearable non-invasive devices –for people in need of extra power to optimize the body’s endurance and performance, or for people with reduced muscle strength.
Bioservo Technologies AB was founded in 2006 in collaboration between researchers at the Royal Institute of Technology and a doctor at Karolinska Hospital. Since its inception, Bioservo Technologies AB has further developed its acclaimed and patented SEM ™ technology (Soft Extra Muscle) and is the world leader in wearable soft robotics.
Bioservo Technologies is dedicated to becoming the world-leading developer of wearable technologies based on bionic soft robotics.
The commitment is based on a true belief that this technology will change the lives for many people, enhancing their independence and quality-of-life. Our innovative solutions are already delivering future business opportunities and breakthrough technologies. We are extremely proud to have been top-ranked for our technological and innovative progress in both Europe and in Sweden. Our revolutionary SEM™ (Soft Extra Muscle) technology was invented by Professor Hans von Holst (neurosurgery), Professor Jan Wikander and Doctor Johan Ingvast, PhD (mechatronic engineering).
FNCA Sweden AB, +46(0)8-52800399, info@fnca.se is the company’s Certified Adviser on Nasdaq First North
For more information, please visit www.bioservo.com
Important information
The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares or other securities issued by Bioservo Technologies AB (publ). Invitation to interested parties to subscribe for shares in Bioservo Technologies AB (publ) will only be made through the prospectus that Bioservo Technologies AB (publ) will publish.
The information in this press release may not be released, published, reproduced or distributed in or to the United States, Canada, Japan, Australia, Hong Kong, Switzerland, Singapore, South Africa or New Zealand or any other country or jurisdiction where such action is not permitted or where such action is subject to legal restrictions or would require further registration or other measures than what is required by Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities legislation.
No shares have been registered, and will not be registered, in accordance with the United States Securities Act from 1933 (“Securities Act”) and may not be offered, subscribed, sold or transferred, directly or indirectly, within the United States except after written approval from Bioservo Technologies AB (publ) and under an applicable exemption from the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or any other jurisdiction in the United States.