Notice to attend the annual general meeting in Scibase Holding AB (publ)

STOCKHOLM, May 14, 2025 /PRNewswire/ -- Shareholders of SciBase Holding AB (publ), reg. no. 556773-4768 (the "Company"), are hereby summoned to the annual general meeting to be held on 17 June 2025 at 10:00 CEST at Advokatfirman Schjødt, Hamngatan 27, in Stockholm. The registration to the meeting will open at 9.30 CEST.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Right to participate and notice of participation

A shareholder who wishes to participate at the general meeting must:

1. be recorded in the share register maintained by Euroclear Sweden AB on 9 June 2025, andnotify the Company of its intention to participate by post to Advokatfirman Schjødt, attn: William Hellsten, Box 715, 101 33 Stockholm, or by e-mail to william.hellsten@schjodt.com,
2. no later than on 11 June 2025. The notification shall include full name, personal identification number or corporate registration number, address, telephone number, shareholding and, if applicable, information about assistants (not more than two).

Nominee-registered shares

Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting as of the record date, 9 June 2025, voting right registrations completed by the nominee no later than on 11 June 2025 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 11 June 2025.

Participation by proxy

Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to Advokatfirman Schjødt, attn: William Hellsten, Box 715, 101 33 Stockholm, or by e-mail to william.hellsten@schjodt.com. The power of attorney must not be older than one year unless a longer validity term (however not longer than five years) is specifically stated in the power of attorney. A proxy form is available on the Company's website, www.scibase.com.

Proposed agenda

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 one person who shall approve the minutes of the meeting.
6. Determination of whether the meeting has been duly convened.
7. Presentation of the annual report and the auditor's report as well as of the consolidated financial statements and the auditor's report on the group.
8. Resolution on:
   1. adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
   2. allocation of the Company's profit or loss according to the adopted balance sheet; and
   3. discharge from liability for the members of the board of directors' and the CEO.
9. Determination the number of members and deputies of the board of directors and number of auditors.
10. Determination of the remuneration to the members of the board of directors and the auditors.
11. Election of board members and auditor.
12. Resolution on principles for the appointment of the nomination committee.
13. Resolution on implementation of stock option program, directed issue of warrants and approval of transfer of warrants to fulfil the Company's commitments under the stock option program.
14. Resolution on amendments to the articles of association.
15. Resolution to authorise the board of directors to resolve on issuances of shares, warrants and/or convertible debentures.
16. Closing of the meeting.

THE NOMINATION COMMITTEE'S PROPOSED RESOLUTIONS

The nomination committee is composed of the chairman of the board of directors of the Company (i.e. Jesper Høiland), Anders Bladh (appointed by Ribbskottet AB), Fredrik Mattsson (appointed by Ejendals AB), and Dharminder Chahal (appointed by VanHerk Group) (the "Nomination Committee"). The Nomination Committee has presented the following proposed resolutions in relation to items 9-12 in the proposed agenda.

Determination the number of members and deputies of the board of directors and number of auditors, election of board members and auditor and determination of remuneration to the board members and auditor (items 9-11)

The Nomination Committee proposes that the board of directors, until the end of the next annual general meeting, shall consist of four (4) ordinary members without deputy members. Furthermore, it is proposed that a registered accounting firm shall be elected as auditor.

The Nomination Committee furthermore proposes that the remuneration to the board of directors, for the period until the end of the next annual general meeting, shall be SEK 404,000 (SEK 404,000) for the chairman of the board of directors and SEK 135,000 (SEK 135,000) to each of the other ordinary board members (who are not employed by a larger shareholder in the Company). The Nomination Committee further proposes that the Company's auditor shall be paid in accordance with approved invoice.

The Nomination Committee proposes that Jesper Høiland, Robert Molander and Diana Ferro are re-elected, and that Anna Eriksrud is newly elected, as ordinary board members, all for the period until the end of the next annual general meeting. Furthermore, Jesper Høiland is proposed to be re-elected as chairman of the board of directors. Thomas Taapken has declined re-election.

The registered accounting firm PricewaterhouseCoopers AB (PwC) is proposed to be re-elected as auditor. The accounting firm has informed that Magnus Lagerberg will remain as principally responsible auditor.

Below is a summarised description of the proposed new board member. Information about all proposed board members will be made available on the Company's website.

Anna Eriksrud

Education: Bachelor of Science (BSc) in Business Administration and Economics, Uppsala University.

Experience: Anna has over 40 years of experience in the pharmaceutical industry as well as medical technology from mainly international work in the EU, USA, China and Japan. She has been involved in taking drugs from project status to blockbuster in the US, worked with orphan drug products for special diseases as well as consumer-driven products. Her entrepreneurial spirit in Life Science was realized by building a "Speciality Pharmacy", Apotekssamariten, when the Swedish reform allowed it in 2019. Companies where Anna has worked (including product launches, as CEO/General Manager, with IPO and then list change) include Pharmacia, Leiras/Schering, QMED (Galderma) and NeoDynamics. Anna has been stationed for several years in the Netherlands, the United States and the United Kingdom.

Other current significant assignments: Chairman of the Board in Prosperum Vitae AB and Board member in AcuCort AB.

Shareholding: -

Independence: Anna is independent in relation to the Company and its management as well as to the Company's major shareholders.

Resolution on principles for the appointment of the nomination committee (item 12)

The Nomination Committee proposes the following principles for appointment of the nomination committee ("Nomination Committee Instruction").

The nomination committee shall consist of four members. The chairperson of the Board shall contact the three largest shareholders/shareholder constellations by voting rights, as per the end of the third quarter each year. These will be asked to appoint one member each who, together with the chairperson of the board, shall constitute the nomination committee.

Should any of the shareholders/shareholder constellations refrain from appointing a member, the next shareholder/shareholder constellation shall be approached until three members have been appointed, or until all shareholders/ shareholder constellations owning over 5% of the shares of the Company have been approached. If four members cannot be appointed as per the above, the nomination committee may consist of only three members.

The chairperson of the Company shall summon the members to a constituting meeting.

The composition of the nomination committee shall be published no later than six months ahead of the annual general meeting. The nomination committee's mandate lasts until a new nomination committee has been constituted. The nomination committees shall appoint a chairperson representing one of the shareholders/shareholder constellations.

Should a member leave, a successor shall be appointed by the same shareholder/ shareholder constellation. Should a shareholder/shareholder constellation having appointed a member, significantly reduce their ownership in the Company, the next shareholder/ shareholder constellation in size shall be offered the opportunity to appoint a member, provided the nomination committee so decides.

Ahead of the annual general meeting, the nomination committee shall propose the following:

• Chairperson at the annual general meeting,
• The number of board members and potential deputy board members,
• Potential committees and number of members,
• The number of auditors and potential deputy auditors
• Members, chairperson, potential deputy chairperson and potential deputy members,
• Potential committee members and chairpersons,
• Auditor and potential deputy auditors,
• Remuneration to the board, split between chairperson, potential deputy chairperson and members,
• Remuneration to committees, split between the chairperson and the members,
• Remuneration to the auditor(s), and
• Potential proposals for changes to this Nomination Committee Instruction.

The proposals of the nomination committee shall be presented in connection with the publishing of the annual general meeting or such other shareholder meeting where board or auditor appointments take place, as well as on the Company's webpage, however not later than one month ahead of the shareholder meeting in question.

The Nomination Committee Instruction shall apply until a resolution regarding change of the procedure for nominating the nomination committee is resolved by the general meeting.

THE BOARD OF DIRECTORS' PROPOSED RESOLUTIONS

Allocation of the Company's profit or loss according to the adopted balance sheet (item 8 (ii))

The board of directors proposes that no dividend shall be paid for the financial year 2024 and that the year's result shall be carried forward.

Resolution on implementation of stock option program, directed issue of warrants and approval of transfer of warrants to fulfil the Company's commitments under the stock option program (item 13)

The board of directors proposes that the general meeting resolves on:

1. implementation of a stock option program for employees in the United States - stock option program 2025/2029; and
2. hedging arrangements in respect of the stock option program 2025/2029, consisting of a directed issue of warrants and approval to transfer the warrants.

Objectives and reasons for the proposal

Following an evaluation, the board of directors has decided to propose to the general meeting the establishment of a new incentive program for current employees in the United States based on stock options. The purpose of the stock option program 2025/2029 is to reward long term commitments of employees in the United States in the SciBase group, to ensure that the Company's long term value increase is reflected in the remuneration for the participants of the program, to contribute to the capability to retain competent co-workers and to otherwise increase shared incentives between the group's employees and the Company's shareholders. In view of the terms proposed below, the size of the allotment and other circumstances, the board of directors assesses that the stock option program 2025/2029 is well-balanced and that it will be beneficial for the Company and its shareholders.

To secure the Company's commitments under the stock option program 2025/2029, the board of directors also proposes that the general meeting resolves on a directed issue of warrants and to approve the transfer of warrants in accordance with item B below.

A) Proposed resolution regarding implementation of stock option program 2025/2029

The board of directors proposes that the general meeting resolves to implement stock option program 2025/2029 according to the following main principles:

• Stock option program 2025/2029 shall include not more than 1,000,000 stock options.
• Each stock option hall entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 120 per cent of the volume-weighted average price according to Nasdaq First North Growth Market's official price list for the share during the ten trading days immediately preceding the annual general meeting, however not lower than the share's quota value. The subscription price and the number of shares for which each stock option entitles the holder to subscribe for may be subject to recalculation pursuant to a bonus issue, share split, new issue with preferential rights and similar measures, whereby conventional terms and conditions for recalculation shall be applied.
• Stock option program 2025/2029 shall comprise the following categories of employees, whereby no participant is entitled to a minimum allotment.

The options granted per participant will depend on the position within the SciBase group.

• Annual vesting will be determined by the board of directors in connection with the adoption of the year-end report for the financial years 2025, 2026 and 2027, respectively.
• Options granted will vest by 1/3 during each of the financial years 2026, 2027 and 2028, based on performance and continued employment, or assignment, in the SciBase group. Vesting shall be proportional in relation to the period of employment or assignment during the year in question.
• The reason for the vesting period being shorter than three years is that the Company is, in the near term, facing a period containing important milestones that are crucial for the Company's short- and long-term development. According to the board of directors, it is therefore in the interest of the Company and its shareholders to apply a vesting period shorter than three years. However, in accordance with what is stated below, any vested stock options may not be exercised before 2029, which exceeds three years.   
• The stock options will be allotted free of charge. Such offers must be made within 10 business days of the decision to allotment being made. Over-allocation cannot take place.
• The holder shall be entitled to exercise the stock options during the periods set out below, provided that the performance criteria for vesting is fulfilled. The performance criteria for vesting will be based on fixed technical milestone-criteria in projects, criteria for development of the project portfolio and other pre-determined criteria attributable to the business. The performance criteria are designed to promote the long-term value creation of the Company.
• The holders may exercise vested stock options as from the day of release of the Company's year-end report for the financial year 2028 up to and including 30 June 2029.
• Upon exercise, each stock option will entitle the holder to receive one warrant immediately exercisable for one share in the Company against payment of the subscription price.
• For participation in stock option program 2025/2029 it is required that such participation is legally possible, and that such participation is possible at reasonable administrative costs and with reasonable financial resources.
• Issued stock options do not constitute securities and may not be transferred, pledged or otherwise disposed of by the holder.
• In other respects, the board of directors shall establish the general terms for participation in the program.

B) Directed issue of warrants and approval of transfer of warrants to secure the Company's commitments under stock option program 2025/2029

To enable the Company's delivery of shares pursuant to stock option program 2025/2029 the board of directors proposes that the general meeting resolves on a directed issue of warrants and to approve the transfer of warrants on the following terms:

• A maximum of 1,000,000 warrants shall be issued, entailing an increase in the share capital of a maximum of SEK 50,000.00.
• The right to subscribe for the warrants shall, with deviation from the preferential right for existing shareholders, vest in SciBase Holding AB (publ), reg. no. 556773-4768.
• Subscription of the warrants shall be made on a separate subscription list no later than three weeks after the resolution on issue of warrants. The board of directors shall be entitled to extend the subscription period.
• The warrants shall be issued free of charge.
• Each warrant shall entitle the holder to subscribe for one (1) new share in the Company.
• Each warrant shall entitle the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 120 per cent of the volume-weighted average price according to Nasdaq First North Growth Market's official price list for the share during the ten trading days immediately preceding the annual general meeting, however not lower than the share's quota value. The subscription price and the number of shares for which each stock option entitles the holder to subscribe may be subject to recalculation pursuant to a bonus issue, share split, new issue with preferential rights and similar measures, whereby conventional terms and conditions for recalculation shall be applied.
• Subscription of shares by virtue of the warrants may be made as from the day of release of the Company's year-end report for the financial year 2028 up to and including 30 June 2029.
• Shares issued following exercise of warrants during a certain financial year shall entitle to dividend for the first time on the record day for dividend which occurs following registration of the shares with the Swedish Companies Registration Office.
• The complete terms and conditions for the warrants are set out in "Terms and conditions for warrants of series 2025/2029 in SciBase Holding AB (publ)".

The reason for the deviation from the shareholders' preferential right is that the issue forms part of the implementation of stock option program 2025/2029. In view of what is set forth under Objectives and reasons for the proposal above, the board of directors is of the opinion that it is of benefit to the Company and its shareholders that certain employees in the USA are offered to participate in stock option program 2025/2029.

The board of directors further proposes that the general meeting resolves to approve that the Company transfers warrants to participants in stock option program 2025/2029.

Finally, the board of directors proposes that the board of directors, or anyone appointed by the board of directors, should be authorised to make such minor adjustments to the above proposal that may be necessary in connection with the registration procedures with the Swedish Companies Registration Office, and possible registration of the warrants with Euroclear Sweden AB.

Costs and effects on important key ratios

The option program 2025/2029 will lead to certain costs. Based on the assumption that 100 per cent of the options in the program will be vested, the salary cost in the accounts pursuant to IFRS 2 is expected to amount to approximately SEK 0.20 million in total during the period 2025-2029 based on the options actual value at the start of the program. The options have no market value as they are non-transferable. However, the board of directors has assessed a theoretical value of the options through application of the Black & Scholes valuation model. The calculations have been based on an assumed share price of SEK 0.41 and an assumed volatility of 70 per cent. The value of the options of option program 2025/2029 pursuant to this valuation is approximately SEK 0.20 per option with the application of the Black & Scholes formula. The transfer restrictions have not been taken into account in the valuation. The actual IFRS 2 cost during the vesting period depends on how many options that are vested.

At fulfilment of the vesting conditions and exercise of the options, option program 2025/2029 will lead to costs in the form of social security charges. The total costs for social security charges during the vesting period depends on how many options that are vested and the value of the options at exercise. Based on the assumption that 100 per cent of the options in the option program 2025/2029 will be vested, a subscription price of SEK 0.49 and an assumed share price of SEK 0.81 at the exercise of the options, the costs for social security charges will amount to approximately SEK 0.02 million. The Company's total cost for social security charges is proposed to be hedged through a directed issue of warrants pursuant to item B above.

The board of directors deems that the positive effects on earnings that are expected to result from increased share ownership among employees in the USA, which may be further increased through the stock option program 2025/2029, outweighs the costs related to the stock option program 2025/2029.

The stock option program 2025/2029 is assessed to have a marginal impact on the Company's key figures.

Dilution

Upon full exercise of all stock options, 1,000,000 new shares in the Company can be issued, which corresponds to a dilution of approximately 0.3 percent of the total number of shares and votes in the Company, however, subject to any potential adjustment which may occur under the terms and conditions for the warrants. Accordingly, the program offers the employees the possibility to increase their shareholding in the Company to the corresponding figure.

Majority requirements

The board of directors' proposal for a resolution regarding option program 2025/2029 and the necessary security measures connected thereto pursuant to items A and B above form one combined proposal. Therefore, it is proposed that the resolutions of the general meeting under item A and B are passed as one single resolution, pursuant to the majority provisions of chapter 16 of the Swedish Companies Act, meaning that shareholders holding not less than 9/10th of both the votes cast and the shares represented at the general meeting must vote for the proposal.

Preparation of the matter

The principles of stock option program 2025/2029 have been prepared by the board of directors of the Company. The board of directors has thereafter decided to submit this proposal to the general meeting. Except for the officials who prepared the matter pursuant to instructions from the board of directors, no employee that may be included in the program has taken part in the drafting thereof.

Other share-based incentive programs

The Company has no other ongoing share-based incentive programs.

Authorisation for the board of directors

The board of directors proposes that the general meeting authorises the board of directors to execute the resolutions in accordance with the above and to ensure the transfer of the warrants in accordance with the above.

Resolution on amendments to the articles of association (item 14)

The Board of Directors proposes that the general meeting resolves to amend the limits for the share capital and the number of shares in the Company's articles of association in accordance with the below.

§ 4 in the articles of association is proposed to have the following wording.

Proposed wording

The share capital shall amount to at least SEK 16,914,781.65 and not more than SEK 67,659,126.60.

§ 5 in the articles of association is proposed to have the following wording.

Proposed wording

The number of shares shall be not less than 338,295,633 and not more than 1,353,182,532.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

Majority requirements

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.

Resolution to authorise the board of directors to resolve on issuances of shares, warrants and/or convertible debentures (item 15)

The board of directors proposes that the annual general meeting resolves to authorise 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 30 percent 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 authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.

Majority requirements

A resolution in accordance with the proposal, item 15, is valid only when supported by shareholders holding not less than two thirds of both the votes cast and of the shares represented at the general meeting.

Documentation etc.

The annual report and the auditor's report, the board of directors' proposals and all other related documentation will be available at the Company's office and on the Company's website, www.scibase.se, no later than three weeks prior to the general meeting and will be sent free of charge to shareholders who so request and provide their postal address.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Shareholders' right to request information

Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.

Use of personal data

For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB's website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Stockholm in May 2025
SciBase Holding AB (publ)
The board of directors

For additional information, please contact:

Pia Renaudin, CEO, tel. +46732069802, e-mail: pia.renaudin@scibase.com

Certified Advisor (CA): Carnegie Investment Bank AB (publ) Phone: +46 (0)73 856 42 65 E-mail: certifiedadviser@carnegie.se

About SciBase  
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops, manufactures, and commercializes Nevisense, a unique point-of-care platform that combines AI and advanced EIS technology to elevate diagnostic accuracy, ensuring proactive skin health management.

Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.

Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/scibase/r/notice-to-attend-the-annual-general-meeting-in-scibase-holding-ab--publ-,c4150363

The following files are available for download: