NOTICE of the annual general meeting of the shareholders in SciBase Holding AB
The shareholders of SciBase Holding AB, reg. no. 556773-4768, (hereinafter the “Company”) are hereby invited to the annual general meeting to be held on 16 May 2016, at 5 PM at Setterwalls Advokatbyrå’s offices with address at Sturegatan 10 in Stockholm.
Registration
Shareholders who wish to attend the AGM must be recorded in the share register held by Euroclear Sweden AB on Tuesday May 10, 2016 and notify the company of their intention to attend by no later than Tuesday May 10, 2016, preferably before 3.00 p.m. CET. Notice of attendance is made in writing to SciBase Holding AB, 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, etc. 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 AGM, 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, 2016 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. Opening of the meeting
2. Election of chairman of the meeting
3. Drawing up and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to adjust the minutes
6. Resolution regarding whether the meeting has been duly convened
7. Presentation of the annual report and the auditor's report
8. Resolutions regarding:
i. adoption of the profit and loss account and balance sheet;
ii. allocation of the Company's result according to the adopted balance sheet; and
iii. adischarge from liability for members of the board of directors and the managing director
9. Resolution regarding the number of members and deputies of the board of directors
10. Resolution regarding the remuneration for the board of directors and the auditor
11. Resolution on guidelines for determination of salary and other remuneration to senior management
12. Resolution regarding members of the board of directors and auditor
13. Resolution regarding appointment of nominating committee
14. Resolution regarding authorisation for the board of directors to resolve upon issues of shares, warrants and convertibles
15. Closing of the meeting
Proposals
Election of chairman of the meeting – item 2
Attorney-at-law Mattias Detterfelt is proposed to act as chairman of the meeting.
Allocation of the Company's result – item 8 (ii)
The board of directors and the managing director proposes that the profit of the year is allocated so that SEK 242 298 179 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
Shareholders representing approximately 60 percent of the Company's total votes and capital propose that the Company's board of directors shall consist of six ordinary members and two deputies.
Resolution regarding the remuneration for the board of directors and the auditor - item 10
Shareholders representing approximately 60 percent of the Company's total votes and capital propose that a fee of SEK 150,000 shall be paid to the chairman of the board and SEK 100,000 to external members of the board of directors who does not own shares, are founders or represent 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 current account.
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 2017 Annual General Meeting.
The remuneration of the senior management members shall comprise fixed salary, variable salary, 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 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 President is a minimum of 60 and for other senior management members the retirement age is a minimum of 62.
Members of the senior management generally have a period of notice of not more than 12 months. The Board is to 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 President and other members of senior management.
Val av styrelse och revisor - punkt 12 / Resolution regarding members of the board of directors and auditor – item 12
Aktieägare representerande cirka 60 procent av Bolagets totala röster och kapital föreslår val av styrelseledamöter, suppleanter och revisor för tiden intill slutet av nästa årsstämma, i enlighet med följande:
Shareholders representing approximately 60 percent of the Company's total votes and capital propose election of members and deputies of the board of directors and auditor for the period until the end of the next annual general meeting, as follows:
Board members:
1. Tord Lendau (re-election)
2. Carsten Browall (re-election)
3. Stig Ollmar (re-election)
4. Per Aniansson (re-election)
5. Renee Lucander (re-election)
6. Andreas Pennervall (new election)
Deputies:
1. Victoria Torell (new election)
2. Anna Gustafsson (new election)
Auditor:
Ernst & Young AB, with Björn Ohlsson as responible auditor (re-election)
Resolution regarding appointment of nominating committee – item 13
Shareholders representing approximately 60 percent of the total votes and capital in the Company propose the following decision for election of a nominating committee for the annual general meeting 2017:
The nominating committee for the annual general meeting 2017, 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 2016. These shareholders will be requested to each appoint one representative who, together with the chairman of the board of directors, will form the nominating committee. The composition of the nominating committee shall be publicly announced no later than six months prior to the annual general meeting. The nominating committee, whose mandate period applies until the end of the annual general meeting 2017, shall appoint a chairman among its members. The nominating committee shall prior to the annual general meeting 2017 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, deputy members and auditor, remuneration for the board of directors and the auditor, as well as guidelines for the appointment of the nominating committee for the following annual general meeting. The nominating 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 nominating 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 representative in the nominating committee substantially decrease its ownership in the Company, the next shareholder in size order shall, if the nominating committee so resolves, be requested to appoint a representative to the nominating 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 payment may be used for strategic acquisitions, 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.
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 President 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.
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 2016. 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 nominating committee are set out in full in the notice.
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Stockholm in April 2016
SciBase Holding AB
The board of directors