Extraordinary General Meeting Notification for SciBase Holding

Notice of Extraordinary General Meeting for SciBase Holding AB

Shareholders of SciBase Holding AB (publ), reg. no. 556773-4768 (the "Company"), are hereby summoned to an extraordinary general meeting to be held on December 13, 2024, at 10:00 CET at Advokatfirman Schjødt, Hamngatan 27. Registration for the meeting opens at 9:30 CET.

Participation Guidelines

A shareholder wishing to participate in the extraordinary general meeting must ensure they are recorded in the share register maintained by Euroclear Sweden AB by December 5, 2024. Additionally, they must notify the Company of their intention to participate by post or email no later than December 9, 2024. This notification must include the shareholder's full name, personal identification or corporate registration number, address, contact number, and shareholding details, along with information about any assistants, if applicable.

Nominee-Registered Shares

Shareholders whose shares are held in the name of a nominee must temporarily re-register their shares in their own name to participate in the meeting and exercise their voting rights. Such voting right registration must be completed by the nominee no later than December 9, 2024, to ensure eligibility.

Participation by Proxy

Shareholders represented by proxy must provide a power of attorney. If the power of attorney is issued by a legal entity, a registration certificate confirming the authority must be included. The power of attorney must be sent to Advokatfirman Schjødt in advance of the meeting. Shareholders can find a proxy form on the Company’s website.

Proposed Agenda for the Meeting

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of individuals to approve the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Resolution to amend the articles of association for item 8 and 9
8. Resolution to approve the rights issue of units
9. Resolution to approve the directed issue of units
10. Closing of the meeting

Proposals for Resolution

Item 7: Amendments to Articles of Association

The board proposes to amend § 4 and § 5 of the articles of association to enable the registration of new unit issues. A valid resolution requires support from at least two-thirds of the votes cast at the meeting.

Items 8 and 9: Rights and Directed Issues of Units

The board of directors seeks approval for issuing a rights offering and a directed issue addressing existing shareholders and specific investors. Questions regarding the subscription price, unit rights, and timelines for exercise will be clearly outlined in the meeting materials.

Documentation and Shareholder Rights

All proposals, documentation related to the resolutions, and the integrity policy detailing how personal data is processed will be accessible on the Company’s website prior to the meeting. Shareholders can request additional information per the Swedish Companies Act regarding their rights to inquire about board decisions.

Contact Information

For further inquiries, shareholders may contact Pia Renaudin, CEO, via phone or email. Certified Advisor details are available for those interested in more information.

About SciBase

SciBase is a global medtech company specializing in early detection and prevention in dermatology. With over 20 years of research at Karolinska Institute, the Company is at the forefront of technological advancements that aim to enhance patient outcomes and reduce healthcare costs.

Frequently Asked Questions

1. What is the main purpose of the extraordinary general meeting?

The extraordinary general meeting is convened to discuss amendments to the articles of association and to approve a rights issue and directed issue of units.

2. How can I participate in the meeting?

To participate, shareholders must be recorded in the share register by a specified date and notify the Company of their intention to attend.

3. What are the proposed changes to the articles of association?

The changes are aimed at facilitating new unit issues related to the rights issue and directed issue of new shares and warrants.

4. Can shareholders vote by proxy?

Yes, shareholders can be represented by proxy, provided a power of attorney is submitted in advance of the meeting.

5. Where can I find more information about SciBase?

Detailed information about SciBase and its operations can be found on the Company’s official website.

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