Notice of extraordinary general meeting in Bioservo technologies ab (publ)
The shareholders in Bioservo Technologies AB (publ) reg. no. 556650-7264 (the “Company”) are hereby convened to the extraordinary general meeting on Thursday 14 December 2023 at 10.00 at the Company´s office on Torshamnsgatan 35, Kista.
Right to participate in the general meeting
Shareholders who wish to participate at the extraordinary general meeting shall:
- on Wednesday 6 December 2023 (the record date), be registered in the share register kept by Euroclear Sweden AB in their own names (not nominee-registered shares), and
- notify the Company of his or her intention to attend the general meeting no later than Monday 11 December 2023. Notification shall be made via e-mail to [email protected] or by post to the address Bioservo Technologies, Torshamnsgatan 35, 164 40 Kista.
Such notification shall include the shareholder’s name, personal identification number or company registration number (or similar), address and telephone number, number of shares, details on advisors, if any, and where applicable, details on proxies.
Nominee-registered shares
Shareholders who have nominee-registered shares shall, in order to exercise their voting rights and participate in the meeting, register for the meeting, and temporarily register the shares in their own names with Euroclear Sweden (so-called voting rights registration), so that the person concerned is included in the share register kept by Euroclear Sweden as of the record date, i.e. Wednesday 6 December 2023. This means that shareholders need to notify the concerned trustee of their wish in this regard well in advance of this date. Voting rights registration requested by shareholders in such a time that the registration has been made by the relevant trustee no later than Friday 8 December 2023 will be taken into in the share register.
Proxy
Shareholders who wish to exercise their voting right by proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate or equivalent for the legal entity needs to be attached. The power of attorney may be valid for a maximum of five years from issuance. The power of attorney in original (together with any authorization documents, such as a registration certificate) should be sent well in advance of the meeting to the Company at the above address. The Company provides proxy forms upon request, and this is also available on the Company's website, www.bioservo.com.
Proposed agenda
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Approval of the agenda
- Resolution on liquidation
- Closing of the general meeting
Proposals to resolutions
Item 1 – Election of chairman of the general meeting
The board of directors proposes that Mattias Prage, lawyer at Advokatfirman Lindahl, is elected as chairman of the general meeting.
Item 6 – Resolution on liquidation
The board of directors proposes that the general meeting resolves that the Company should enter into voluntary liquidation in accordance with Chapter 25, Section 3 of the Swedish Companies Act.
Reasons for liquidation
Despite significant interest in Bioservo’s technology from companies in the industrial segment and numerous evaluation projects, the sales of Ironhand® have not met expectations, and the willingness to invest in the Company's technology in the near future is deemed low. In the Life Science sector, the sales of Carbonhand® have increased satisfactorily in Sweden, Germany, and Norway, i.e. the markets where Carbonhand has been available previously. However, sales have not taken off in new markets where reimbursement systems are not yet in place, and the sales volumes for Carbonhand remain at such low levels that they do not compensate for the lack of sales of Ironhand within the industrial segment.
As announced on 12 October 2023, the Company has for some time evaluated several alternatives, including the sale of parts or the entire Company, capital contribution or other partnership possibilities. The Company has also engaged an external financial advisor to assist in the process. This work has been going on for some time, and the board must now unfortunately conclude that it has not produced satisfactory results. Inquiries with major shareholders have also indicated that the interest in injecting necessary capital is low. The upcoming unit option TO3 is also deemed unable to generate sufficient funding.
Given the above, the board sees no alternative but to propose a winding-up of the Company's operations in an orderly manner, which can be achieved through liquidation. The board and management will, however, continue their efforts to find alternatives to continue the business.
Liquidation date
The resolution regarding liquidation is proposed to take effect from the moment when the Swedish Companies Registration Office (Bolagsverket) appoints a liquidator.
Estimated distribution date
The distribution of any liquidation proceeds will occur in connection with the expiration of the notice period for unknown creditors or, at the latest, in conjunction with the presentation of the liquidator's final report. The board of directors finds it challenging to provide anything more than a very rough estimate regarding the date, but hopefully, the distribution can take place during the third or fourth quarter of 2024.
Estimated distribution amount
The board's preliminary assessment is that the potential distribution to shareholders in connection with the liquidation will amount to a maximum of SEK 5 million. However, in this case as well, it is difficult to predict the size of the distribution amount, as it depends on both the costs associated with the business and liquidation process up to the distribution date, and the proceeds from the sale of the Company's assets.
Proposed liquidator
Olov Kling, lawyer at Advokatfirman Lindahl, is proposed as liquidator.
Information to shareholders during the liquidation process
In the event that the general meeting resolves on liquidation, information and announcements regarding the liquidation process will be published on the Company's website www.bioservo.com.
Delisting
If the general meeting resolves that the Company should be liquidated, the board will apply for the delisting of the Company's shares from Nasdaq First North Growth Market. Such a delisting process will follow the rules and procedures of the marketplace.
Majority requirements
The resolution in item 6 above (liquidation) is valid only if it has been supported by shareholders representing more than half of the votes cast represented at the meeting.
Number of shares and votes
At the time of the notice, there are a total of 85,310,929 shares and votes in the Company.
Handling of personal data
For information regarding the processing of your personal data, please refer to https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy_for_deltagare_pa_bolagsstammor_20181023.pdf
Questions to the board of directors and the CEO
The Board the CEO shall, if a shareholder requests it, and the Board considers that it can be done without significant damage to the Company, at the general meeting provide information about conditions that may affect the assessment of a matter on the agenda. A shareholder who wants to submit questions in advance is welcome to do so at the address Torshamnsgatan 35, 164 40 Kista, or via e-mail to [email protected].
Distribution of documentation
The board's proposals for resolutions and documents according to Chapter 25 in the Swedish Companies Act is available on the Company's website www.bioservo.com and at the Company's office at Torshamnsgatan 35 in Kista. The documents are sent free of charge to shareholders who request it and who state their postal address.
Kista in November 2023
Bioservo Technologies AB (publ)
The board of directors
The English version is for convenience only. The Swedish version prevails in the event of any inconsistency.
