NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.

Right to participate

Shareholders that wish to participate in the EGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 4 February 2025 and shall have notified the Company of their intention to participate at the EGM no later than on 6 February 2025. Notice to participate shall be given in writing by e-mail to bpcinstruments@fredersen.se or by post to BPC Instruments, c/o Fredersen Advokatbyrå, Neptunigatan 82, 211 18 Malmö. The notice shall contain the shareholder’s name, personal identity number or registration number, e-mail address and telephone number and, where applicable, the number of advisors (maximum two).

 

Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the EGM. Such registration, which may be temporary, must be effected no later than on 6 February 2025 and shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy
If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the Company to the address mentioned above well in advance before the EGM. Power of attorney forms are available at the Company and on the Company’s website, www.bpcinstruments.com, and will be sent upon request to any shareholder who states their postal address.

Hybrid event - where everyone needs to login
The EGM will be held in both physical and digital format. It is possible to participate both on site in Lund and via a digital platform. Digital participation will take place through the Legimeet tool, which requires no installation and works on all devices. 

This hybrid setup means that all participants, even those who are on site in Lund, will need to log in to the digital platform. You need to be logged in to be able to vote at the EGM. This means that all participants on site in Lund should to bring a smartphone, tablet, or laptop.

Before the EGM registered shareholders will receive a link sent to the email address provided by the shareholder to identify themselves and join the EGM via Legimeet. More detailed information on how digital participation works, including how the voting procedure will work, will be provided to registered shareholders in connection with the link for participation being sent out. In order to participate in the EGM digitally, the participant must ensure that he or she has access to an updated web browser and internet connection throughout the EGM.

Proposal of agenda

1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the meeting has been duly convened
7. Resolution on approval of the Board of Directors' resolution on a directed issue of shares
8. Closing of the meeting

Proposals

Election of Chairman of the meeting (item 2)

The Board of Directors proposes that the Chairman of the Board of Directors Gustaf Olsson, or if he is prevented from participating, the person appointed by the Board of Directors, is elected Chairman of the EGM.

Resolution on approval of the Board of Directors' resolution on a directed issue of shares (item 7)

The Board of Directors of the Company proposes that the EGM resolves to approve the Board of Directors’ resolution on a directed issue of shares with deviation from the shareholders’ pre-emption rights, in accordance with the following.

1. The right to subscribe for shares shall, with deviation from the shareholders’ pre-emption rights, accrue to Nordic Issuing for delivery to identified investors.
    
2. The reason for the deviation from the shareholders’ pre-emption rights is to strengthen the shareholder and capital base in the long term. The Board of Directors aims to enhance and expand the Company’s base of institutional, professional, and strategic investors to further improve liquidity in the Company’s shares. The Board of Directors also considers this to be the most time- and cost-effective option to provide working capital to the Company, and that the opportunity to carry out the capital increase on, for the Company, favorable terms are largest if carried out through a directed share issue.
    
3. The share capital is increased with not more than SEK 35,766.50 through an issue of not more than 650,300 shares.

 

4. The subscription price for each share shall amount to SEK 0.055. The subscription price is based on the quota value of the share following an agreement with the subscriber. As the subscription price is based on the quota value of the share, it will be added to the restricted share premium reserve.
    
5. The subscription of shares shall take place on a subscription list not later than 12 February 2025. The Board of Directors shall be entitled to extend the subscription period.
    
6. Payment for subscribed shares shall be made no later than 13 February 2025. The Board of Directors shall be entitled to extend the payment period.
    
7. The new shares shall entitle to dividend on the first record date for dividend regarding shares which takes place after they have been registered with the Swedish Companies Registration Office (Sw. Bolagsverket) and with Euroclear Sweden AB.
    
8. The CEO, or the person he or she appoints, shall be authorised to make the minor adjustments in the resolution and the terms and conditions that may prove necessary in connection with registration and execution.

In order to facilitate the implementation of the directed issue, the shares in the directed issue will be subscribed for by Nordic Issuing in its capacity as issuing agent at a subscription price corresponding to the quota value of the share. Nordic Issuing will then forward the shares to the investor Eiffel Investment Group in the directed issue at a subscription price totaling SEK 37.6 per share. On the settlement day, the Company will thus receive the remaining amount from the investor, i.e., the difference between the subscription price and the quota value.

Majority requirements

Resolution in accordance with item 7 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the EGM.

Further information

As per the date of the issue of this notice, the total number of shares and votes in the Company are 10,454,000. The Company does not hold any own shares. 

Proxy forms, the Board of Director’s complete proposal as well as complete underlying documentation will be made available by the Company and at the Company’s website at least two weeks before the EGM. The documents will be sent to shareholders who request it and who provide their postal address. The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act. The Company has its registered office in Lund.

Processing of personal data

For information on how your personal data is processed, see: 

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Lund, January 2025
BPC Instruments AB (publ)
The Board of Directors 

For more information, please contact:

Dr. Jing Liu, CEO

BPC Instruments AB

Tel: +46 (0) 46 16 39 51

E-mail: ir@bpcinstruments.com

 

About BPC Instruments AB

BPC Instruments is a global Swedish-based pioneering technology company developing and offering analytical instruments enabling more efficient, reliable, and higher quality research and analysis for industries in renewable bioenergy and environmental biotechnology. The result is not only higher accuracy and precision, but also a significant reduction in time consumption and labor requirement for performing analysis. BPC Instruments' innovative products offer high-quality hardware and software based on deep knowledge and experience of target applications. The solutions are the first of their kind, making the company a pioneer in its field. Today, BPC Instruments exports to nearly 70 countries around the world. BPC is listed on the Spotlight Stock Market in Sweden. For more information, please visit BPC's webpage: www.bpcinstruments.com