The shareholders of Bactiguard Holding AB (publ), company reg. no. 556822-1187 (“Bactiguard”), are hereby given notice to attend the Annual General Meeting (AGM) to be held on Friday, 29 April 2022.
Due to the continued uncertainty about the Covid-19 pandemic, the Board of Directors has decided that the AGM will be conducted without physical presence of shareholders, representatives and third parties and that the shareholders are able to exercise their voting rights only by post ahead of the meeting.
Information on the resolutions passed at the meeting will be disclosed on 29 April 2022, after the closure of the AGM as soon as the outcome of the postal vote has been finally compiled.
Instead of a traditional CEO speech at the AGM, reference is made to the presentation that the company will hold in connection with the announcement of Bactiguard’s interim report for the first quarter 2022 on 27 April 2022. Shareholders will have the opportunity to ask questions in conjunction with the presentation. A recording of the presentation will be made available as soon as possible and latest 29 April 2022 on the company’s website www.bactiguard.com.
Right to participate and notice of intent to participate
Shareholders wishing to participate in the Annual General Meeting must:
- be recorded in the share register maintained by Euroclear Sweden AB (“Euroclear”) on Thursday 21 April 2022 (“the record date”),
- notify their attendance at the AGM to the Company by submitting its postal voting form in accordance with the instructions under section “Postal voting” below, so that the postal vote is received by the company (through Euroclear) no later than Thursday 28 April 2022.
Please note that registration for the Annual General Meeting can only be made by postal voting.
Shareholders who have their shares trustee-registered through a bank or other nominee, for example have their shares in a depository, must – in addition to registering their postal vote – temporarily request the shares to be re-registered in their own name so that the shareholder is entered in the share register no later than on the record date on 21 April, 2022. Such registration may be temporary (so-called voting rights registration) is to be requested with the trustee in accordance with the trustee’s routines at such time in advance as decided by the trustee.
Voting rights registration made no later than Monday 25 April 2022 will be taken into account in the production of the share register as of the record date.
As said above, the Board of Directors has decided that shareholders can only exercise their voting right through postal voting pursuant to section 22 of the Companies Act (2022:121) on temporary exemptions to facilitate the conduct of company and associations’ meetings. A special form must be used for postal voting which is available via the company’s website www.bactiguard.com.
The completed form is signed by authorized signatory and sent by post to Bactiguard Holding AB, Attn: “AGM ”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or by e-mail to GeneralMeetingService@euroclear.com. The form for postal voting shall be provided to Euroclear not later than Thursday 28 April 2022. The form for postal voting can also be signed electronically no later than Thursday 28 April 2022 by using ‘BankID’ through Euroclear’s website https://anmalan.vpc.se/EuroclearProxy.
Shareholders may not assign specific instructions or conditions to the form in advance beside the options given. If the shareholder has assigned the form with specific instructions or conditions, or made amendments or changes in the printed form, the vote will be deemed to be invalid. Additional instructions are provided in the postal voting form and through https://anmalan.vpc.se/EuroclearProxy.
Power of attorney etc.
If shareholders vote by proxy shall a dated and signed power of attorney for the proxy be enclosed the postal form. A proxy form can be downloaded from the company’s website www.bactiguard.com.
If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document shall be appended to the postal form.
- Election of Chairman of the meeting
- Election of one or more persons to approve the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the meeting was duly convened
- Presentation of the annual report and auditor’s report, the consolidated annual report and auditor’s report for the Group and auditor’s statement for remuneration to senior management
- Resolutions regarding
a) adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
b) allocation of the Company’s profit or loss according to the adopted balance sheet
c) discharge from liability for the members of the Board of Directors and the CEO
- Resolution regarding the number of Directors of the Board
- Determination of the fees to be paid to the directors of the board and the company’s auditor
- Election of Directors of the Board, Chairman of the Board, Deputy Chairman of the Board and auditor
- Presentation and resolution of the remuneration report
- Resolution to authorize the Board of Directors to resolve to issue new shares, warrants or convertible loans
Proposals for resolutions
Item 1 – Election of a Chairman for the Annual General Meeting
The Nomination Committee proposes lawyer Magnus Lindstedt to be, or in the vent of his absence, the one the nomination committee appoints, elected as Chairman of the Annual General Meeting.
Item 2 – Election of one or more persons to approve the minutes
The Board of Directors proposes Per Colleen and Mats J Andersson, or in the vent of their absence, those the Board instead appoints, to certify the minutes. The assignment for the persons to certify the minutes, together with the Chairman, includes verifying the voting list and confirming that advance votes received are correctly reflected in the minutes of the meeting.
Item 3 – Preparation and approval of the voting list
The voting list proposed for approval is the voting list prepared by Euroclear Sweden AB on behalf of the company, based on the shareholders’ register, received notices of postal votes as well as shareholders, and verified by the persons elected to approve the minutes.
Item 7b – Resolution regarding allocation of the company’s loss according to the adopted balance sheet
The Board of Directors proposes that no dividend be paid for the financial year 2021.
Item 8 – Establishment of the number of Directors of the Board and auditors
The Nomination Committee has proposed that the number of Directors of the Board shall be five.
Item 9 – Determination of the fees to be paid to the Directors of the Board and the company’s auditor
The Nomination Committee proposes that remuneration to Board members elected by the Annual General Meeting who are not employees of the Group (none of the nominated Board members are employed by the Company) will be paid in the following amounts: SEK 750,000 to each of the Chairman of the Board and the deputy Chairman of the Board (unchanged), SEK 400,000 to each of the additional three Board members. No specific remuneration is proposed for the work in the additional Committees.
The Nomination Committee’s proposal entails an increase in the Board’s total fee of SEK 500,000 which means that the fee is at the same level as in 2020. The cost for the Company increases because a previous employed Director is proposed to be replaced by a non-employed Director. As the company’s CEO is relatively new and a new CFO will soon take office, the Deputy Chairman of the Board is important for continuity, which justifies that his fee is in line with the fee to the Chairman of the Board. The Nomination Committee considers it justified that the three other members receive a fee of the same amount, as they each contribute with solid competence in their respective areas. The proposal also means that the special remuneration for work in the Audit Committee will cease. The increase in the renumeration to the Board would have been only SEK 100,000 if the resigning Board member had been paid as an external Board member.
The Nomination Committee proposes that fees will be paid to the company’s auditor according to approved account.
Additional information on the Nomination Committee’s proposals regarding remuneration is included in the Nomination Committee’s statement, see below section “Documentation”.
Item 10 – Election of the Board of Directors, Chairman of the Board, Deputy Chairman of the Board and company auditor
The Nomination Committee proposes re-election of Christian Kinch, Thomas von Koch, Anna Martling and Jan Ståhlberg. The Nomination Committee proposes new election of Magdalena Persson. The Nomination Committee further proposes Thomas von Koch to be re-elected as Chairman of the Board and Christian Kinch be re-elected as Deputy Chairman of the Board.
A report of the Nomination Committee’s proposals and statement as well as information regarding all the proposed Directors are available on Bactiguard’s website at www.bactiguard.com.
The Nomination Committee further proposes, as recommended by the Audit Committee, the re-election of the registered accounting firm Deloitte AB as the Company’s auditor for the period until the close of the next Annual General Meeting. Deloitte AB has provided notice that Therese Kjellberg will continue as auditor in charge.
More information on the Nomination Committee’s proposals regarding the Board of Directors and auditor is included in the Nomination Committee’s statement, see below section “Documentation”.
Cecilia Edström has declined re-election. The Board fully agrees with the Nomination Committee’s thanks to Cecilia Edström for her great long term efforts for Bactiguard (see the Nomination Committee’s motivated opinion).
Item 11 – Presentation and resolution of the remuneration report
The Board of Directors has compiled a remuneration report and proposes to the AGM to approve the report. The remuneration report is included in the supporting resolution documentation which are held available ahead of the AGM according to the information below.
Item 12 – Resolution to authorize the Board of Directors to resolve to issue new shares, warrants or convertible loans
The Board of Director proposes that the AGM resolves to authorize the Board of Director to, within the limits of the articles of association, until the next AGM, on one or more occasions, resolve to make an issue of shares, warrants and/or convertible loans according to following principles.
The issue may take place with or without deviation from the shareholders’ pre-emptive rights. By decision on the basis of the authorization, a total of no more than a number of shares, exercise of warrants and/or in the conversion of convertibles corresponding to 10% of the total number of outstanding shares in the company at the time of the AGM’s decision on the authorization (which does not prevent convertibles from being combined with conversion terms which, if applied, may result in a different number of shares).
The authorization includes the right to resolve that those shares will be issued against cash payment, payment in kind or payment by way of set-off and the issue may otherwise be subject to conditions as set out in Chapter 2, section 5, second paragraph, 1-3 and 5 of the Swedish Companies Act.
A cash issue or issue by way of set-off that takes place with deviation of shareholder pre-emption rights must take place on market terms.
The reason for the proposal and the right to deviate from the shareholders’ pre-emption rights is to allow flexibility in conjunction with the raising of capital or potential acquisitions.
The Board or its nominee, is entitled to decide on any minor changes in the authorization resolution that may be required when registering the resolution at the Swedish Companies Registration Office or due to other formal requirements.
To adopt valid resolutions of the shareholder meeting under items 12, the resolutions must be supported by shareholders representing not less than two thirds of the votes cast and the shares represented at the meeting.
Number of shares and votes
At the time of the publication of this notice, there were a total of 35,043,885 shares in Bactiguard and 71,043,885 votes in the company, in the form of 4,000,000 Class A shares each entitling the shareholder to 10 votes and 31,043,885 Class B shares each entitling the shareholder to one vote. The company does not hold any shares in treasury.
The right to obtain information
The Board of Directors and the CEO shall, upon request by any shareholder and provided the Board of Directors is of the opinion that such can occur without material harm to the company, provide information regarding any circumstances which may affect the assessment of a matter on the agenda, circumstances which may affect the assessment of the company’s or a subsidiary’s financial position, and the company’s relationship to other Group companies and the Group accounts.
Requests for such information must be submitted in writing to the Company no later than ten days before the Annual General Meeting, i.e., no later than Tuesday 19 April 2022 to Bactiguard Holding AB “Annual General Meeting”, Box 15, 146 21 Tullinge or e-mail: firstname.lastname@example.org. The information is available on the company’s website and at the company no later than Friday April 22, 2022 and will be sent to any shareholder requesting so who also provides his/her address.
The Board’s complete resolution, the Nomination Committee’s resolution and justification, accounting documents, auditor’s report, the auditor’s opinion on whether the guidelines for remuneration to senior executives adopted by the AGM, the Board’s remuneration report and other AGM documents are available at Bactiguard at the address Alfred Nobels Allé 150 Tullinge and on Bactiguard’s website, www.bactiguard.com no later than Friday, April 8, 2022 and will be sent to the shareholders who request it from Bactiguard and state their address. The above documents are presented at the Meeting by being made available on the Company’s website www.bactiguard.com where information on the proposed Board members also is available.
Processing of personal data
Bactiguard Holding AB (publ) is responsible for the processing of personal data carried out in connection with the Annual General Meeting. Information on how such personal data is processed can be found in the company’s policy on the processing of personal data in connection with the Annual General Meeting, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Stockholm, March 2022
Bactiguard Holding AB (publ)
The Board of Directors
This is a translation of the Swedish original wording. In the event of deviations, the Swedish version available on the company’s website applies, www.bactiguard.com.