Election of chair of the meeting (item 2)
The Board of the Company has indicated that it proposes that Fredrik Lindblad be appointed to chair the annual general meeting, or, in the event of his absence, the person designated by the Board.
ResolutiononthedispositionoftheCompany'sprofitorlossaccordingtotheadoptedbalancesheet(item8b)
The Board proposes that the annual general meeting dispose of the Company's profit or loss in accordance with the Board's proposal in the annual report.
The Board further proposes that no dividend be paid for the financial year 2025.
Determinationofthenumberofboardmembersandthenumberofauditors(item9) Shareholders of the Company have indicated that they propose that the board of directors shall consist of four (4) board members. The shareholders further propose that one (1) auditor be appointed.
Determination of fees to the board of directors and the auditor (item 10)
Shareholders of the Company have indicated that they propose that board fees be paid in the amount of SEK 250,000 to the chair of the board, and SEK 150,000 to each of the board members Sara Lindroth, Charles Walther and Kristian Waldeck.
The shareholders have further proposed that auditor's fees be paid against approved invoice in accordance with customary billing standards.
Election of board of directors and auditors or auditing firm (item 11)
Shareholders of the Company have indicated that they propose that Erik von Schenck, Sara Lindroth, Kristian Waldeck and Charles Walther be re-elected as ordinary board members. For the position of chair of the board, the re-election of Erik von Schenck is proposed.
The Board has further proposed that the Company's auditor Baker Tilly Saxos KB, with the principal authorised public accountant Niclas Frank, be re-elected for the period until the end of the annual general meeting held in the next financial year.
The Board's proposal for adoption of instructions for the nomination committee (item 12)
The Board proposes that the general meeting resolves on the introduction of a nomination committee and instructions for the nomination committee. The Board proposes the following principles for the appointment of the nomination committee (the "Nomination Committee Instruction").
The nomination committee shall consist of three members. The members shall be appointed by the chair of the board contacting the three largest shareholders by voting power at the end of the third quarter each year. Each of these is asked to appoint one member.
If any of the shareholders contacted does not wish to appoint a member, the matter shall pass to the next shareholder until three owner representatives have been appointed or until all shareholders with holdings exceeding 5% of voting power have been contacted. If three members cannot be recruited as set out above, the chair of the board shall form part of the nomination committee.
The chair of the Company shall thereafter convene a constituent meeting of the nomination committee.
The composition of the nomination committee shall be published no later than six months before the annual general meeting. The nomination committee's mandate shall apply until a new nomination committee has been constituted. The nomination committee shall appoint a chair from among its members.
Should a member resign, a replacement shall be sought from the same shareholder. Should a shareholder that has appointed a member of the nomination committee materially reduce its holding in the Company, the next shareholder by size shall, if the nomination committee so decides, be offered to appoint a member of the nomination committee. Any changes in the composition of the nomination committee shall be published immediately by the Company.
The nomination committee shall, ahead of the annual general meeting, submit proposals regarding the following:
Election of chair of the annual general meeting,
The number of board members and any deputy board members,
The number of auditors and any deputy auditors
Board members, chair of the board, any vice chair of the board and any deputy board members,
Any committee members and committee chairs,
Auditor and any deputy auditors,
Fees to the board, divided between the chair and the members,
Fees to the auditor(s), and
Any proposed amendments to the Nomination Committee Instruction
The nomination committee's proposals shall be presented in connection with the notice of the annual general meeting or any other general meeting at which elections of the board or auditors, and resolutions on fees to such, are to be held, and on the Company's website, however no later than one month before the said meeting. The nomination committee's term of office runs until a new nomination committee has been appointed. The Board proposes that remuneration shall only be paid for direct costs in connection with the assignment.
The Nomination Committee Instruction shall apply until a resolution on changes to the procedure for appointing the nomination committee is adopted by the general meeting.
Resolution on amendment of the articles of association (item 13)The Board proposes that the general meeting resolves to amend the company's articles of association in accordance with the following:
§ 4 Share capital and number of sharesCurrent wording
The share capital shall be no less than SEK 9,928,000 and no more than SEK 39,712,000. The number of shares shall be no less than 116,800,000 and no more than 467,200,000.
Proposed wording
The share capital shall be no less than SEK 1,609,831.49 and no more than SEK 6,439,325.96. The number of shares shall be no less than 160,983,149 and no more than 643,932,596.
Following the amendments, the articles of association shall have the wording set out in Appendix 1.
The resolution is conditional upon the general meeting also resolving in accordance with the Board's proposed resolution on reduction of the share capital.
A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the general meeting.
The company's CEO shall be authorised to make such minor formal adjustments to the resolution as may prove necessary in connection with registration of the resolution with the Swedish Companies Registration Office (Bolagsverket).
Resolution on reduction of the share capital (item 14)The Board proposes that the general meeting resolves on a reduction of the Company's share capital in accordance with Appendix 3. The proposal entails that the share capital be reduced by SEK 12,073,736.175, from SEK 13,683,567.665 to SEK 1,609,831.49, for allocation to unrestricted equity. The reduction is carried out without cancellation of shares. The quota value (kvotvärde) is thereby changed from approximately SEK 0.085 per share to SEK 0.01 per share.
The resolution is conditional upon the general meeting also resolving on the amendment of the articles of association under item 13. The reduction requires the consent of the Swedish Companies Registration Office (Bolagsverket) or a general court.
A valid resolution requires the support of shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting.
Appendix 1
ARTICLES OF ASSOCIATION for BibbInstruments AB (reg. no. 556938-9512) § 1 Company nameThe company's name is BibbInstruments AB. The company is a public company (publ).
§ 2 Registered officeThe company's board of directors shall have its registered office in the municipality of Lund.
§ 3 Object of the companyThe company shall develop, sell and license rights to instruments for cancer diagnostics and carry on activities compatible therewith.
§ 4 Share capital and number of sharesThe share capital shall be no less than SEK 1,609,831.49 and no more than SEK 6,439,325.96. The number of shares shall be no less than 160,983,149 and no more than 643,932,596.
§ 5 Board of DirectorsThe board of directors shall consist of 4-8 members with no more than 2 deputy members.
§ 6 AuditorsThe company shall have 1-2 auditors with no more than 2 deputy auditors, or a registered auditing firm.
§ 7 Notice of general meetingsNotice of a general meeting shall be given by way of an announcement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and by making the notice available on the company's website. At the same time as the notice is issued, the company shall, by way of an announcement in Svenska Dagbladet, inform that notice has been given. Should Svenska Dagbladet cease publication, the announcement shall be made in Dagens Industri.
§ 8 Notification of attendance at general meetingsShareholders wishing to attend a general meeting shall notify the company no later than the day specified in the notice of the meeting. Such day may not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, and may not be earlier than the fifth weekday before the meeting. Shareholders intending to bring assistants shall state the number of assistants in the notification.
§ 9 Opening of the meetingThe chair of the board, or the person appointed by the board, shall open the general meeting and lead the proceedings until the chair of the meeting has been elected.
§ 10 Annual general meetingThe annual general meeting shall be held annually within six (6) months after the end of the financial year.
The following matters shall be addressed at the annual general meeting:
Election of chair of the meeting.
Preparation and approval of voting list.
Election of one or two persons to verify the minutes.
Determination of whether the meeting has been duly convened.
Approval of the agenda.
Presentation of the annual report and the auditor's report and, where applicable, the consolidated annual report and the consolidated auditor's report.
Resolutions
on the adoption of the income statement and balance sheet and, where applicable, the consolidated income statement and consolidated balance sheet;
on the disposition of the company's profit or loss according to the adopted balance sheet;
on the discharge from liability of the members of the board of directors and the CEO.
Determination of the number of board members and deputy board members and, where applicable, the number of auditors and deputy auditors.
Determination of fees to the board of directors and the auditors.
Election of board of directors and any deputy board members, as well as auditors and/or auditing firm and any deputy auditors.
Any other matter to be addressed by the meeting in accordance with the Swedish Companies Act or the articles of association.
The company's financial year is the calendar year.
§ 12 Central securities depository clauseThe company's shares shall be registered in a central securities depository register in accordance with the Swedish Central Securities Depositories and Financial Instruments Accounts Act (1998:1479) (avstämningsförbehåll).
