Notice to extraordinary general meeting in Scibase Holding AB (publ)
Comunicato Precedente
Comunicato Successivo
A shareholder who wishes to participate at the extraordinary general meeting must:
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 5 December 2024, voting right registrations completed by the nominee no later than on 9 December 2024 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 9 December 2024.
Participation by proxy
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to Advokatfirman Schjødt, att: William Hellsten, Box 715, 101 33 Stockholm, or by e-mail to [email protected]. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the Company's website, https://scibase.com/.
Proposed agenda
PROPOSALS FOR RESOLUTION
Item 7 - Resolution to amend the articles of association in order to enable the issues under items 8 and 9
To enable the registration of the resolution on the issues of units under items 8 and 9 below, the board of directors proposes that the general meeting resolves that the limits to the share capital in § 4 and the number of shares in § 5 of the articles of association are amended.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A resolution in accordance with this item 7 is conditional upon that the meeting also resolves in accordance with items 8 and 9. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.
The board of directors proposes that the extraordinary general meeting resolves on the following amendments to sections 4-5 of the articles of association.
Proposed wording section 4:
The share capital shall amount to not less than SEK 16,440,000 and not more than SEK 65,760,000.
Proposed wording section 5:
The number of shares shall not be less than 328,800,000 and not more than 1,315,200,000.
Item 8 - Resolution to approve of the board of directors' resolution on a rights issue of units
The board of directors proposes that the general meeting resolves to approve the board of directors' resolution, taken on 12 November 2024, on a new issue of a maximum of 131,723,040 shares, entailing a maximum increase of the share capital of SEK 6,586,152, and a new issue of a maximum of 131,723,040 warrants of series TO 3 entitling to subscription of 131,723,040 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 6,586,152 if all issued warrants of series TO 3 are exercised. In total, the share capital can increase by a maximum of SEK 13,172,304.
The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3.
Otherwise, the following conditions shall apply.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A resolution in accordance with this item 8 is conditional on that the general meeting also resolves in accordance with items 7 and 9.
Item 9 - Resolution to approve of the board of directors' resolution on a directed issue of units
The board of directors proposes that the general meeting resolves to approve the board of directors' resolution, taken on 12 November 2024, on a new issue of a maximum of 50,008,872 shares, entailing a maximum increase of the share capital of SEK 2,500,443.60, and a new issue of a maximum of 50,008,872 warrants of series TO 3 entitling subscription of 50,008,872 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 2,500,443.60 if all issued warrants of series TO 3 are exercised. In total, the share capital may increase by a maximum of SEK 5,000,887.20.
The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3.
Otherwise, the following conditions shall apply.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A resolution in accordance with this item 9 is conditional upon that the meeting also resolves in accordance with items 7 and 8. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.
Documentation etc.
The board of directors' proposals and related documents will be available at the Company's office and on the Company's website,
www.scibase.se, no later than two weeks prior to the general meeting and will be sent free of charge to shareholders who so request and provide their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB's website:
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm in November 2024
SciBase Holding AB (publ)
The board of directors
For additional information, please contact:
Pia Renaudin, CEO, tel. +46732069802, e-mail:
[email protected]
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]
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 enhance 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.
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