Notice to attend the annual general meeting in SciBase Holding AB (publ)
The shareholders in SciBase Holding AB (publ), reg. no. 556773-4768 (the “Company”), are hereby given notice to attend the annual general meeting at 15:00 p.m. on Thursday 13 June 2024 at Setterwalls Advokatbyrå’s offices at address Sturegatan 10 in Stockholm. Registration for the meeting commences at 14:45 p.m. The board of directors has decided, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the Company’s articles of association, to apply the possibility of postal voting in conjunction with the general meeting (see “Postal voting” below for more information).
Notice
Shareholders wishing to participate at the meeting must:
(i) be entered in the shareholders’ register, kept by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organisation), on the record day, which is Tuesday 4 June 2024, and
(ii) notify the Company of their attendance and any assistant no later than Friday 7 June 2024. Notification can be made in writing to Setterwalls Advokatbyrå AB, Attn: Eric Torstensson, P.O. Box 1050, SE-101 39 Stockholm, Sweden or by e-mail to eric.torstensson@setterwalls.se.
Notification shall include full name, personal identification number or corporate registration number, address, daytime telephone number and, if appropriate, information about representative, proxy, and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be ac-companied by powers of attorney, registration certificates and other documents of authority.
Nominee registered shares
In order to be entitled to participate and vote at the meeting, shareholders who have their shares registered in the name of a nominee must have their shares registered in their own name, so that the shareholder will be included in the transcription of the share register as of Tuesday 4 June 2024. Such registration may be temporary (so-called voting rights registration) and is requested to the nominee in accordance with the nominee’s routines at such time in advance as the nominee determines. Voting rights registrations made by the nominee no later than Friday 7 June 2024 will be taken into account in the preparation of the share register.
Postal voting
The board of directors has decided, pursuant to Chapter 7, Section 4a of the Swedish Companies Act and the Company’s articles of association, to apply the possibility of postal voting in conjunction with the general meeting. A special form shall be used for postal voting. The form will be available on the Company’s website, https://investors.scibase.se/en/governance/annual-general-meeting.
The form may be submitted by post to Setterwalls Advokatbyrå AB, Attn: Eric Torstensson, P.O. Box 1050, 101 39 Stockholm or via e-mail to eric.torstensson@setterwalls.se. The completed voting form must be received by Setterwalls Advokatbyrå AB no later than Wednesday 12 June 2024 provided the shareholder has given notice of attendance at the general meeting no later than Friday 7 June 2024. However, a complete postal vote which reaches Setterwalls Advokatbyrå AB no later than Friday 7 June 2024 shall also be considered the shareholder’s notice of attendance at the meeting (by postal voting).
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
Proxy voting
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If the shareholder postal votes by proxy, the power of attorney shall be enclosed to the form. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms will be available on the Company’s website https://investors.scibase.se/en/annual-general-meeting-2024.
Processing of personal data
For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one person who shall approve the minutes of the meeting.
- Determination of whether the meeting has been duly convened.
- Submission of the annual report and the auditor’s report as well as of the consolidated financial statements and the auditor’s report on the group.
- Resolution in respect of:
- adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
- allocation of the Company’s results according to the adopted balance sheet; and
- the members of the board of directors’ and the CEO’s discharge from liability.
- Resolution regarding the number of members and, where applicable, deputies of the board of directors and number of auditors and, where applicable, deputy auditors.
- Determination of the fees payable to the members of the board of directors and the auditors.
- Election of members of the board of directors and auditor.
- Resolution on principles for the appointment of a nomination committee.
- Resolution on an authorisation for the board of directors to resolve upon issues of shares, warrants and convertibles.
- Closing of the meeting.
The nomination committee’s proposed resolutions
The nomination committee is composed of the chairman of the board of directors of the Company (i.e. Tord Lendau), Thomas Axelsson (appointed by Gell Group), Dharminder Chahal (appointed by VanHerk Group), and Peter Elmvik (appointed by Stockholms Elbolag). The nomination committee has presented the following proposed resolutions in relation to items 1 and 8-11 in the proposed agenda.
Item 1 - Election of chairman
Axel Helle (lawyer at Setterwalls Advokatbyrå AB) is proposed as chairman of the meeting, or if he is unable to attend the meeting, any other person proposed by the board of directors.
Items 8-10 – Resolution regarding the number and election of and remuneration to the board of directors and auditors
The nomination committee proposes that the board of directors, until the end of the next annual general meeting, shall consist of four (4) ordinary members without deputy members. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.
The nomination committee furthermore proposes that the fees payable to the board of directors for the period until the end of the next annual general meeting shall be SEK 200,000 for the chairman of the board and SEK 150,000 to each of the other ordinary board members (who are not employed by a larger shareholder in the Company). It is proposed that the Company’s auditor shall be paid in accordance with approved invoices.
The board of directors today consists of the following five (5) ordinary members without deputy members: Tord Lendau (chairman), Diana Ferro, Thomas Taapken, Matt Leavitt och Jvalini Dwarkasing.
Tord Lendau has declined re-election after ten years as chairman of the board of directors. Matt Leavitt and Jvalini Dwarkasing have also declined re-election. However, Matt Leavitt will continue to assist the Company on a consultancy basis.
The nomination committee proposes that Diana Ferro and Thomas Taapken are re-elected and that Jesper Høiland and Robert Molander are new-elected as ordinary board members. Furthermore, Jesper Høiland is proposed to be new-elected as chairman of the board of directors.
The registered accounting firm PricewaterhouseCoopers AB (PwC) is proposed to be re-elected as auditor. The accounting firm has informed that Magnus Lagerberg will remain as principally responsible auditor.
The nomination committee has, as the basis for its proposal, regarding the composition of the board of directors, discussed the Company’s future needs and reviewed the annual evaluation of the board of directors and its work and interviewed several candidates. The nomination committee has thoroughly discussed the requirements for competence, experience and background that are placed on the board of directors of Scibase, considering, among other things, the Company’s strategic development, governance and control. Independence issues have been highlighted, as well as the requirement for versatility and breadth in the board. The nomination committee makes the assessment that the proposed board members, considering the Company’s needs, operations, stage of development and other circumstances, would give the board of directors a good and appropriate composition.
Below is a summarized description of the proposed new board members’ education, experience, other assignments, and independence. Further information about all proposed board members will be made available on the Company’s website.
Jesper Høiland
Education: MSc and BSc, Copenhagen Business School.
Experience: Jesper has over 25 years of experience from senior positions in global pharmaceutical companies such as Ascendis Pharma (CCO), Radius Health (CEO) and Novo Nordisk (President and EVP for the US with a particular focus on pricing, product launches and infrastructure building). Jesper has previously been a board member of Concert Pharma and Leo Pharma. Jesper has lived and worked in the US, Switzerland, Denmark, Australia, France, Belgium and Canada for the past 30 years.
Other current assignments: Strategic advisor to pharmaceutical and medical device companies. Member of the board of directors and the audit committee of ALK.
Independence: Jesper is independent in relation to the Company and its management as well as to major shareholders.
Robert Molander
Education: MBA in Marketing and Finance, Washington University, John M. Olin School of Business and dual BA degrees in Economics and International Studies, Miami University.
Experience: Senior executive and advisor with over 25 years of expertise in life science commercialization, primarily based in the United States. Robert has successfully led companies such as Novartis, Pfizer, Shionogi, and Trialbee through product launches, business development and scaling commercial operations. Robert has previously been Chief Commercial Officer at Infant Bacterial Therapeutics AB and Trialbee AB and a board member of Infant Bacterial Therapeutics AB.
Other current assignments: Board member of Xspray Pharma AB, CEO of Stratfox Healthcare Group LLC.
Independence: Robert is independent in relation to the Company and its management and to major shareholders.
Item 11 - Resolution on principles for the appointment of a nomination committee
The nomination committee proposes the following decision for appointment of a nomination committee for the annual general meeting 2025 (same principles as the previous year). The nomination committee for the annual general meeting 2025, which shall be comprised 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 2024. These shareholders will be requested to each appoint one member who, together with the chairman of the board of directors, will form the nomination committee. The composition of the nomination committee shall be publicly announced no later than six months prior to the annual general meeting. The nomination committee, whose mandate period applies until the time a new nomination committee has constituted itself, shall appoint a chairman among its members. The nomination committee shall prior to the annual general meeting 2025 prepare and submit proposals regarding the election of the chairman of the annual general meeting, the number of board members and, where applicable, deputy members, the number of auditors and, where applicable, deputy auditors, the election of board members, chairman and, where applicable, deputy members, auditor and, where applicable, deputy auditors, remuneration for the board of directors and the auditor, as well as guidelines for the appointment of the nomination committee for the following annual general meeting. The nomination 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 nomination 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 member of the nomination committee substantially decrease its ownership in the Company, the next shareholder in size order shall, if the nomination committee so resolves, be requested to appoint a member to the nomination committee.
The board of directors’ proposed resolutions
The board of directors of the Company has presented the following proposed resolutions in relation to items 7(ii), and 12 in the proposed agenda.
Item 7 (ii) - Allocation of the Company’s results according to the adopted balance sheet
The board of directors proposes that SEK 202,523,429 shall be carried forward in new account. Accordingly, no dividend is proposed.
Item 12 – Resolution regarding authorisation for the board of directors to resolve upon issues of shares, warrants and convertibles
The board of directors proposes that the annual general meeting resolves to authorize 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 may be made either in cash and/or by way of set-off or contribution in kind or otherwise be conditional. Through issuances resolved upon with support from the authorisation – with deviation from the shareholders’ preferential rights - the number of shares issued, or number of shares created in connection with exercise of warrants or conversion of convertibles, shall correspond to not more than a 20 per cent dilution of the share capital and the number of shares and votes in the Company after such issue(s). The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Majority requirements
Resolution in accordance with the board of director´s proposal in accordance with item 12 on the agenda requires that the general meeting’s resolution is supported by shareholders representing at least two thirds of the shares represented at the general meeting as well as of the votes cast.
Shareholders’ right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda, of the Company’s, or a subsidiary´s economic situation and of the Company´s relations with other group companies on the general meeting.
Documentation
The financial accounts and auditor’s report will be kept available at the Company’s office and on the Company´s website www.scibase.com. Copies of such documents will be sent free of charge to shareholders who so request and state their postal address. The proposals of the board of directors and the nomination committee are set out in full in the notice.
Stockholm, May 2024
SciBase Holding AB (publ)
The board of directors
For more information, please contact:
Pia Renaudin, CEO SciBase
Tel: +46 73 206 98 02
Email: pia.renaudin@scibase.com
Certified Adviser:
Vator Securities
Tel: +46 8 580 065 99
Email: ca@vatorsec.se
The information was submitted, through the agency of the contact person set out above, for publication at the time stated by Scibase's news distributor Cision upon publication of this press release
About SciBase
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
The company has been on the Nasdaq First North Growth Market exchange since June 2, 2015. Learn more at www.scibase.com. All press releases and financial reports can be found here: https://investors.scibase.se/en/pressreleases.