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 6 May 2019 at 4.00 p.m. at the Companies offices, Torshamnsgatan 35, Kista.
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 Monday 29 April 2019,
- aslo 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 Monday 29 April 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 at week 15. 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
11. The board of directors’ proposal to amend the articles of association
12. The board of directors’ proposal regarding authorization for the board of directors to resolve on issue of new shares
13. 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 (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, Hans von Holst, Karin Ruiz and Kunal Pandit, as well as new election of Nikolaj Sørensen. As the Chairman of the Board, it is proposed that Anders Lundmark be re-elected. Tomas Ward has declined re-election.
Nikolaj Sørensen is President and CEO of Orexo AB, a publicly-listed Swedish specialty pharmaceutical company with a focus on treatment of opioid dependence and pain. Nikolaj has been CEO of Orexo AB since 2013 and has contributed to the establishment of Orexo in the US and the transformation of Orexo from development companies to company in a commercial phase. His background with experience of international commercialization and, in particular, the American market is very relevant to Bioservo when we start the broad commercial launch of Ironhand and Carbonhand. Nikolaj Sørensen is a graduate economist and before Orexo has worked many years in senior positions and as an advisor in life science in Sweden and internationally.
Amend the articles of association (11)
The Board proposes that the Articles of Association §4, Share capital be changed to "The Company's share capital shall be at least SEK 1,200,000 and a maximum of 4,800,000. The current wording is" The company's share capital shall be at least SEK 500,000 and not more than 2,000,000 ". The change is for the share capital to be on par with the limits regarding the number of shares in §5 of the Articles of Association. In connection with the listing, the Articles of Association § 5 Number of shares, however, was corrected to make the corresponding correction concerning § 4 Share capital.
Authorisation for the board of directors to resolve on issue of new shares (12)
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 1,000,000 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 11% 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 8,936,451, each share having one vote. The company does not hold any own shares on the day of this notice.
Kista, April 2019
Bioservo Technologies AB (publ)
The board of directors
Bioservo Technologies in brief
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 optimise the body’s endurance and performance, or for people with reduced muscle strength.
After many years of research and development, Bioservo Technologies is now focused on a commercialisation of the company’s products and patented technologies. The gloves are well-suited to medical rehabilitation, and to preventive use in a variety of industrial applications. The company has signed strategic cooperation agreements with several multinational companies within e.g. the vehicle, aviation as well as the construction and infrastructure industry.
Bioservo Technologies was founded in 2006 through a collaboration between researchers at the Royal Institute of Technology and doctors at Karolinska University Hospital in Stockholm. Bioservo Technologies is a Swedish public limited company with its headquarters and operations based in Kista, north of Stockholm. 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