Shareholders of SciBase Holding AB (publ), reg. no. 556773-4768 (the "Company"), are hereby summoned to the annual general meeting to be held on 19 May 2026 at 10:00 CEST at BAHR Advokatbyrå, Birger Jarlsgatan 16, in Stockholm. The registration to the meeting will open at 09:30 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:
| (i) | be recorded in the share register maintained by Euroclear Sweden AB on 8 May 2026, and |
| (ii) | notify the Company of its intention to participate by post to BAHR Advokatbyrå AB, attn: Victor Marklund, Birger Jarlsgatan 16, 114 34 Stockholm, or by e-mail to vimar@bahr.com, no later than on 12 May 2026. 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, 8 May 2026, voting right registrations completed by the nominee no later than on 12 May 2026 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 12 May 2026.
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 BAHR Advokatbyrå AB, attn: Victor Marklund, Birger Jarlsgatan 16, 114 34 Stockholm, or by -email to vimar@bahr.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
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), Derek Maetzold (appointed by Castle Biosciences Inc), and Maria Anderqvist (representing own holdings) (the "Nomination Committee"). The Nomination Committee has presented the following proposed resolutions in relation to items 9-12 in the proposed agenda.
Determination of 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 415,000 (SEK 404,000) for the chairman of the board of directors and SEK 150,000 (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, Diana Ferro and Anna Eriksrud are re-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.
The registered accounting firm Öhrlings PricewaterhouseCoopers AB is proposed to be re-elected as auditor. The accounting firm has informed that Magnus Lagerberg will remain as principally responsible auditor.
Further information about all proposed board members will be made available on the Company's website.
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. Any changes of the composition of the nomination committee shall be announced immediately by the Company.
Ahead of the annual general meeting, the nomination committee shall propose the following:
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 2025 and that the year's result shall be carried forward.
Resolution on (a) amendments to the articles of association and (b) reverse share split (item 13)
In order to achieve an appropriate number of shares in the Company, the board of directors proposes that the general meeting resolves on a reverse share split in accordance with item 13 (b) below. In order to carry out the reverse share split in accordance with the board of directors' proposal under item 13 (b), the board of directors proposes that the Company's articles of association are amended in accordance with item 13 (a) below.
The matters under items 13 (a) - (b) constitute one proposal and shall as a whole be resolved upon by the general meeting through one resolution.
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 resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal 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.
The board of directors' proposed resolution on amendments to the articles of association (matter 13 (a))
§ 4 in the articles of association is proposed to have the following wording.
The share capital shall amount to at least SEK 51,126,500 and not more than SEK 204,506,000.
The board of directors' proposed resolution on reverse share split (matter 13 (b))
The board of directors proposes that the general meeting resolves on a reverse share split of the Company's shares, whereby one hundred (100) existing shares will be consolidated into one (1) new share (reverse share split 1:100).
The board of directors proposes that the general meeting authorises the board of directors to resolve on the record date for the reverse share split. The record date may not occur before the Swedish Companies Registration Office has registered the reverse share split.
In connection with the resolution on the record date for the reverse share split, the board of directors shall publish the timetable for the reverse share split.
The resolution on the reverse share split is conditional upon one of the largest shareholders undertaking to, free of charge, contribute shares to shareholders whose holdings are not evenly divisible by one hundred (100), and that such shareholder has undertaken to round down its remaining holding to the nearest number evenly divisible by one hundred (100).
The number of shares after the reverse share split will decrease from 1,022,530,000 to 10,225,300 while the reverse share split increases the quota value per share from SEK 0.05 to SEK 5.00.
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 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 14)
The board of directors proposes that the general meeting resolves on:
Objectives and reasons for the proposal
Following an evaluation, the board of directors has resolved to propose to the general meeting the establishment of a new incentive program for current key persons and other employees in the group based on stock options. The purpose of the stock option program 2026/2029 is to reward long term commitments of key persons and other employees 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 key persons, other 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 2026/2029 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 2026/2029, 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 2026/2029
The board of directors proposes that the general meeting resolves to implement stock option program 2026/2029 according to the following main principles:
| Category | Maximum number of stock options per person |
| CEO (maximum of one (1) person) | 12,000 |
| Other senior executives (maximum of eight (8) persons) | 8,000 |
| Other key persons (maximum of fifteen (15) persons) | 4,000 |
The options granted per participant will depend on the position within the SciBase group.
Upon full exercise of all stock options, in the event that the general meeting resolves on a reverse share split of the Company's shares in accordance with item 13 above, 103,285 new shares in the Company may be issued, corresponding to a dilution of approximately 1.0 per cent of the total number of shares and votes in the Company (calculated on the number of shares in the Company following the completion of the reverse share split), however subject to any recalculation that may occur pursuant to the terms and conditions for the warrants. Upon full exercise of all stock options, in the event that the general meeting does not resolve on a reverse share split of the Company's shares in accordance with item 13 above, 10,328,500 new shares in the Company may be issued, corresponding to a dilution of approximately 1.0 per cent of the total number of shares and votes in the Company (calculated on the number of shares in the Company as of the date of this notice), however subject to any recalculation that may occur pursuant to the terms and conditions for the warrants. The program thus provides the key persons and other employees with the opportunity to increase their shareholding in the Company to a corresponding amount.
Majority requirements
The board of directors' proposal for a resolution regarding stock option program 2026/2029 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 2026/2029 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 ongoing share-based incentive programs of SciBase are described in the company's annual report 2025, note 31.
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 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 20 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.
Related documentation will be available at the Company's office and on the Company's website, www.scibase.com, 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 April 2026
SciBase Holding AB (publ)
The board of directors
[1] The determined subscription price shall, in the event that the general meeting resolves on a reverse share split of the Company's shares in accordance with item 13, be subject to recalculation in accordance with the complete terms and conditions for the warrants to reflect the reverse share split.
[2] The determined subscription price shall, in the event that the general meeting resolves on a reverse share split of the Company's shares in accordance with item 13, be subject to recalculation in accordance with the complete terms and conditions for the warrants to reflect the reverse share split.