The shareholders of CELLINK AB (publ), reg. no. 559050-5052 (the “Company” or “Cellink”), with registered office in Gothenburg, are hereby invited to the Extraordinary General Meeting (the “EGM”) on Friday 6 August 2021.
INFORMATION RELATED TO COVID-19
Cellink is mindful of the health and well-being of its shareholders and employees. It is important for Cellink to take social responsibility and contribute to reduce the risk of transmissions of Covid-19. Due to the extraordinary situation, the EGM will be carried out through advance voting (postal voting) pursuant to temporary legislation. Thus, it will not be possible to attend in person or through proxy at the EGM. Information about the resolutions adopted at the EGM will be published on the same day as the EGM as soon as the outcome of the vote is finally compiled.
NOTIFICATION OF ADVANCE VOTING ETC.
Shareholders who wish to participate at the EGM shall:
- firstly, be entered in the share register maintained by Euroclear Sweden AB no later than Thursday 29 July 2021 (for nominee-registered shares, also see “Nominee registered shares” below),
- secondly, notify the Company of their intention to participate in the EGM by casting their advance vote in accordance with the instructions under “Advance voting” below so that the advance vote is received by the Company no later than on Thursday 5 August 2021.
Information submitted in connection with the notification will be computerised and used exclusively for the EGM. See below for additional information on the processing of personal data.
Shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name in the Company’s share register with Euroclear Sweden AB. Shareholders who wish to make such re-registration, so-called voting rights registration, must make such request with their nominee well in advance of Monday 2 August 2021, at which time the re-registration must have been made.
Shareholders may exercise their voting rights at the EGM only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.cellink.com. The advance voting form is considered as the notification of attendance to the EGM.
The completed voting form must be received by Cellink no later than on Thursday 5 August 2021. The completed and signed form shall be sent to: CELLINK AB, Arvid Wallgrens backe 20, SE‑413 46 Gothenburg, Sweden. A completed form may also be submitted by e-mail and is then to be sent to firstname.lastname@example.org. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same applies if the shareholder votes in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the advance vote in its entirety) is invalid. Proxy forms for shareholders who wish to vote by mail through proxies will be available on the Company’s website.
Further instructions and conditions are included in the form for advance voting.
- Election of a chairman of the meeting
- Election of one or two persons to attest the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the meeting was duly convened
- Proposal to resolve to change the company name and the articles of association
THE BOARD OF DIRECTORS’ PROPOSAL FOR A RESOLUTION UNDER ITEMS 1, 2, 3 AND 6
Item 1 – Election of a chairman of the meeting
The Board of Directors proposes that the Chairman of the Board, Carsten Browall, or, if he has an impediment to attend, the person proposed by the Board of Directors, is appointed chairman at the EGM.
Item 2 - Election of one or two persons to approve the minutes
The Board of Directors proposes that Veronica Christiansson, or, if this person can’t attend due to impediment, the person appointed by the Board, be elected to approve the minutes of the EGM together with the Chairman.
Item 3 – Preparation and approval of voting list
The voting list proposed for approval is the voting list drawn up by the Company, based on the EGM’s share register and advance votes received, as verified and recommended by the person approving the minutes of the EGM.
Item 6 – Proposal to resolve to change the company name and the articles of association
The Board of Directors proposes that the EGM resolves to change the company name from CELLINK AB (publ) to BICO AB (publ). Furthermore, the Board of Directors proposes that the EGM resolves to change the company’s articles of association, in accordance with the table below.
|Section||Current wording||Proposed wording|
|§ 1||The company name is CELLINK AB. The company is a public limited liability company (publ).||The company name is BICO AB. The company is a public limited liability company (publ).|
|§ 3||The company shall conduct business in 3D-Bioprinting. The company shall develop, produce and sell biological inc, 3D‑bioprinting destined for printing of skin and 3D cell culture as well as pertaining equipment and thereto related business. The company shall also manage subsidiaries, real estate and intellectual property within bioprinting.||The company shall acquire, own and manage real-, movable- and intellectual property, and mainly through subsidiaries conduct development, manufacturing and sale of equipment, services, software and reagents for application in areas such as biotechnology, bioinformatics, medical technology, diagnostics and pharmacology and provide intra-group services such as coordinating financing and accounting within the Group and to conduct other business compatible therewith.|
For a valid resolution in accordance with item 6 above it is required that the proposal be supported by at least two thirds (2/3) of the shares represented and votes cast at the EGM.
Number of shares and votes
As per the date of this notice, the total number of outstanding shares in the Company is 57,064,097, of which 1,500,000 are shares of series A, that entitle to ten votes per share, and 55,564,097 shares of series B, that entitle to one vote per share at the EGM. As of the date of this notice the Company holds no treasury shares.
Access to documents etc.
The proposal for resolution pursuant to item 6 above is fully formulated in the convening notice.
Information at the EGM
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the EGM on matters that may affect the assessment of an item on the agenda and of circumstances that may affect the assessment of the Company’s or subsidiaries’ financial situation or the Company’s relation to other companies within the group. A request for such information shall be sent in writing to CELLINK AB (publ), Arvid Wallgrens backe 20, SE-413 46 Gothenburg, Sweden or by e-mail to email@example.com, no later than on Tuesday 27 July 2021. The information will be made available at the Company’s premises and on www.cellink.com on Friday 30 July 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Processing of personal data
For information on how your personal data is processed, it is referred to the privacy notice available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in July 2021
CELLINK AB (publ)
The Board of Directors
For more information, please contact:
Gusten Danielsson, CFO CELLINK
Phone (US): +1 (857) 332 2138
Phone (Sweden): +46 709-91 86 04
Isabelle Ljunggren, Head of Communications CELLINK
Phone: +46 708-30 08 90
The information was submitted for publication, through the agency of the contact persons set out above, on July 7, 2021 at 17:30 (CET).
Founded in 2016, CELLINK is the leading bioconvergence company in the world that provides technologies, products, and services to create, understand and master biology. With a focus on the application areas of bioprinting, multiomics, cell line development, and diagnostics, the company develops and markets innovative technologies that enable researchers in the life sciences to culture cells in 3D, perform high-throughput drug screening and print human tissues and organs for the medical, pharmaceutical, and cosmetic industries. CELLINK’s products are trusted by more than 2,000 laboratories, including all the top 20 pharmaceutical companies, are being used in more than 65 countries, and have been cited in more than 1,700 publications. CELLINK is creating the future of medicine. CELLINK is listed on the Nasdaq the Stockholm under CLNK B. www.cellink.com