(Información remitida por la empresa firmante)
The nomination committee proposes the following decision for appointment of a nomination committee for the annual general meeting 2024 (same principles as the previous year). The nomination committee for the annual general meeting 2024, 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 2023. 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 2024 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), 12 and 13 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 171,885,712 shall be carried forward in new account. Accordingly, no dividend is proposed.
Item 12 – Resolution regarding changes to the articles of association
The board of directors proposes that the annual general meeting resolves on changes to the articles of association so that the wording of section 4 in the articles of association is revised from “The Company’s share capital shall be no less than SEK 1,500,000 and no more than SEK 6,000,000” to “The Company’s share capital shall be no less than SEK 5,990,000 and no more than SEK 23,960,000” and that the wording of section 5 in the articles of association is revised from “The number of shares shall be no less than 30,000,000 and no more than 120,000,000” to “The number of shares shall be no less than 119,800,000and no more than 479,200,000”. 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.
Item 13 – 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 and 13 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 no later than 26 April 2023. 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.
SciBase Holding AB (publ)
The board of directors
For more information, please contact:
Simon Grant, CEO SciBase
Tel: +46 72 887 43 99
Email: simon.grant@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 and Nevisense
SciBase is a global medical technology company headquartered in Stockholm, Sweden, that has developed a unique point of care platform for the non-invasive detection of skin cancer and other skin conditions. SciBase is a pioneer within augmented intelligence, combining artificial intelligence with Electrical Impedance Spectroscopy (EIS) to provide objective information that assists dermatologists and others in clinical decision-making. SciBase’s products include Nevisense and Nevisense Go and to date the platform addresses the areas of melanoma detection, non-melanoma skin cancer detection and skin barrier assessment. Nevisense is the only FDA-approved device for the detection of melanoma and the only MDR-approved technology for skin cancer detection in Europe. SciBase’s technology is based on more than 20 years of academic research at the Karolinska Institute in Stockholm, Sweden. For more information please visit www.scibase.com. All press-releases and financial reports can be found here:http://investors.scibase.se/en/pressreleases
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