Right to attend the general meeting
Shareholders who wish to attend the general meeting must:
- on the record date, which is Friday 28 October 2022, be registered in the share register maintained by Euroclear Sweden AB; and
- notify the company of their participation and any assistants (no more than two) in the extra general meeting no later than Tuesday 1 November 2022. The notification shall be in writing to Baker & McKenzie Advokatbyrå, Attn: Elsa Sefastsson, Box 180, 101 23 Stockholm (please mark the envelope with "Extra general meeting 2022 Biovica") or via e-mail: elsa.sefastsson@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Friday 28 October 2022 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Tuesday 1 November 2022 will be considered in preparations of the share register.
Proxy etc.
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Tuesday 1 November 2022. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. A proxy form will be available on the Company's website, www.biovica.com, and will also be sent to shareholders who so request and inform the Company of their postal address.
Draft agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Election of one person to certify the minutes
- Examination of whether the meeting has been properly convened
- Approval of the agenda
- Resolution regarding approval of the boards' resolution on a rights issue
- Closing of the meeting
Proposed resolutions
Item 2: Election of chairman of the meeting
The board of directors proposes that Carl Isaksson, L.LM. at Baker & McKenzie Advokatbyrå is appointed as chairman of the extra general meeting.
Item 7: Resolution regarding approval of the boards resolution on a rights issue
The board of directors proposes that the general meeting approves the boards of directors resolution of a rights issue of a maximum of 17,153,022 shares as follows:
The total increase of the Company's share capital can amount to a maximum of SEK 1,143,534.80.
The subscription price for the new B shares is SEK 8.65 per share, in total SEK 148,373,640.30 if all shares are subscribed for. The share premium shall be transferred to the unrestricted premium reserve.
Those who on the record date 15 November 2022 are recorded as a holder of shares in the share register kept by Euroclear Sweden AB shall have a preferential right, to subscribe for new shares at a subscription price of SEK 8.65 per B share. Shareholders receive one (1) subscription right for each share held as of the record date. Ten (10) subscription rights entitle the holder to subscribe for six (6) new B shares in the rights issue.
Subscription for shares with subscription rights shall be made by payment in cash during the period from 21 November 2022 up until and including 5 December 2022. Subscription for shares without subscription rights shall be made on a subscription list during the period from 21 November 2022 up until and including 5 December 2022. Payment for shares subscribed for without subscription rights shall be made no later than three days following issue of a transfer note that include a decision of allotment. The board of directors is entitled to extend the subscription period and the last day for payment.
If all of the new shares are not subscribed for with subscription rights, the board will decide on allotment of new shares subscribed for without subscription rights. Allotment will then be made firstly to persons who have applied for subscription without subscription rights and who have subscribed for shares with subscription rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of shares allotted through exercise of subscription rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without subscription rights, and in the case of oversubscription, pro rata to the new number of shares subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining shares shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Number of shares and votes
The total number of shares in the Company as of the date of the notice amounts to 28,588,372 shares, of which 6,276,293 are A shares corresponding to 18,828,879 votes and 22,312,079 are B shares corresponding to 22,312,079 votes, whereby the total number of votes amounts to 41,140,958 votes. The Company does not own any of its own shares.
Other
Proxy form and the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company's address Dag Hammarskjölds väg 54B, 752 37 Uppsala, Sweden and at the Company's website, www.biovica.com, and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
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Uppsala in October 2022
Biovica International AB
The board of directors