Eligibility and registration
Shareholders who are registered as shareholders in the share register maintained by Euroclear Sweden AB on Wednesday, May 24, 2017, and who have notified the Company of their participation and any assistants no later than Friday, May 26, 2017, shall be entitled to participate in the meeting, either in writing to the Company at Hornsgatan 79, 118 49 Stockholm or alternatively to: pw@bayn.se.
The application must state the full name, personal or corporate identity number, address, daytime telephone number and, where applicable, the names of the representatives, agents and assistants. The number of assistants may not exceed two. In order to facilitate admission to the meeting, the notification should, where applicable, be accompanied by powers of attorney, registration certificates and other authorization documents.
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of and participation in the meeting and information about representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, in order to be entitled to participate in the meeting, request to be temporarily entered in the share register maintained by Euroclear Sweden AB. The shareholder must inform the nominee well in advance of Wednesday, May 24, 2017, when such entry must be made.
Ombudsmen
Shareholders represented by proxy must issue a written and dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate for the legal entity must be attached. Proxy forms for shareholders wishing to attend the meeting by proxy are available on the Company's website www.bayneurope.com. A copy of the power of attorney and any certificate of registration should be sent in good time before the meeting to Hornsgatan 79, 118 49 Stockholm or alternatively to: pw@bayn.se. The original proxy must also be presented at the meeting.
Proposal for the agenda
- The meeting opens
- Election of the President
- Establishment and approval of the voting list
- Election of one or two verifiers
- Examination of whether the meeting has been duly convened
- Approval of the agenda
- Presentation of the annual report and the audit report
- Decision on the following:
a) Adoption of the income statement and balance sheet
b) Allocation of the Company's loss according to the adopted balance sheet
c) Discharge from liability of the members of the Board of Directors and the Managing Director
- Determination of the number of members of the Board of Directors, deputy members and auditors
- Determination of the remuneration of the Board of Directors and the auditors
- Election of the Board of Directors and election of the auditor
- Decision on new Articles of Association
- Resolution on authorization to issue shares
- Closure of the meeting
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Proposal for a decision
Proposal for a decision under point 2.
It is proposed that Mats Dahlberg be elected Chairman of the meeting.
Proposal for a decision under point 9.
Shareholders propose that the number of Board members until the end of the next Annual General Meeting shall consist of three ordinary members without deputies.
Proposal for a decision under item 10.
Shareholders propose that fees to the Board of Directors for the coming term of office shall amount to a total of SEK 240,000, of which the Chairman shall receive SEK 120,000 and each of the other members elected by the Annual General Meeting shall receive SEK 60,000.
It is proposed that the auditors be paid according to approved invoices for work performed.
Proposal for a decision under item 11.
Shareholders propose that the Board of Directors for the period until the end of the next Annual General Meeting shall consist of the following ordinary members: re-election is proposed of the current Board members Britt Rahm and Peter Werme. New election is proposed of Chatarina Schneider.
Chatarina Schneider is the CEO of AmphoChem AB, which is mainly involved in the distribution and manufacturing of various types of chemicals. Chatarina has previously worked in various management positions at AkzoNobel and has a long experience in international sales and marketing and has experience in strategy and business management and led many multicultural teams. Chatarina has also been responsible for an AkzoNobel business in Asia, based in Shanghai.
Shareholders also propose that authorized public accountant Anders Ericsson be appointed as auditor.
The Board's proposal for a decision
Proposal for a decision under point 8b).
The Board of Directors proposes that the Company's accumulated loss be allocated in such a way that SEK 18,651,545 is set off against the share premium reserve and that the remaining SEK 2,599,529 is carried forward and that no dividend is paid for the 2016 financial year.
Proposal for a decision under item 12.
In order to clarify the Company's operations, the Board of Directors proposes that the General Meeting resolves to amend § 3 of the Articles of Association. The wording of § 3 is proposed to be changed from "The Company shall conduct research-based development of industrial powder and liquid solutions with natural, calorie-free ingredients and conduct trade in products in the beverage and food industry and activities compatible therewith." to "The company shall conduct development, marketing and sales of ingredient and total solutions for healthy sugar reduction and conduct related consulting, course and training activities and activities compatible therewith. The company's offerings are aimed, among other things, at the beverage / food and health industry and related activities for a healthy lifestyle."
In view of the Board's proposal for a resolution in item 13, the Board proposes that the Annual General Meeting resolves to amend § 4 and § 5 of the Articles of Association. The wording of § 4 is proposed to be changed from "The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000." to "The share capital shall be not less than SEK 1,000,000 and not more than SEK 4,000,000." The wording of § 5 is proposed to be changed from "The number of shares shall be not less than 2,000,000 and not more than 8,000,000." to "The number of shares shall be not less than 4,000,000 and not more than 16,000,000."
Due to the change in legislation, the Board of Directors also proposes that the Annual General Meeting resolves to amend § 11 of the Articles of Association from "The Company's shares shall be registered in a CSD register in accordance with Chapter 4 of the Financial Instruments Accounts Act (1998:1479)." to "The Company's shares shall be registered in a CSD register in accordance with Chapter 4 of the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479)."
The Board of Directors, the Executive Director, or the person designated by the Board of Directors, shall be entitled to make such minor adjustments to the decision as may appear necessary in connection with registration.
A resolution in accordance with this proposal shall be valid only if it is supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Proposal for a decision under item 13.
The Board of Directors proposes that the Meeting resolves to authorize the Board of Directors, during the period until the next Annual General Meeting, on one or more occasions and with or without deviation from the shareholders' preferential rights, to resolve to issue shares and/or warrants. Payment may be made in cash, in kind, by set-off or otherwise subject to conditions. The Company's share capital may, by virtue of the authorization, be increased by a maximum amount of SEK 900,240. Deviation from the shareholders' preferential rights may be made in order to strengthen the Company's financial position and to enable acquisitions of companies or businesses. In the event of a deviation from the shareholders' preferential rights and in the event of payment in kind, the issue price shall be as close as possible to the market value of the share.
The Board of Directors, the Executive Director, or the person designated by the Board of Directors, shall be entitled to make such minor adjustments to the decision as may appear necessary in connection with registration.
A resolution in accordance with this proposal shall be valid only if it is supported by shareholders holding at least two-thirds of both the votes cast and the shares represented at the meeting.
Information on the number of shares and votes and on holdings of own shares
The total number of shares and votes in the Company at the date of this notice was 7,751,627. All shares have equal voting rights. The Company holds no own shares.
Shareholders' right to request information
Shareholders are reminded of their right under Chapter 7, Section 32 of the Swedish Companies Act to request at the Annual General Meeting that the Board of Directors and the CEO provide information on circumstances that may affect the assessment of an item on the agenda and on circumstances that may affect the assessment of the Company's financial situation.
Documents
Accounting documents, the auditor's report and other documents to be considered at the meeting will be available at the Company's office no later than two weeks before the meeting and will be sent free of charge to shareholders who so request and state their postal address. The documents will also be available on the Company's website www.bayn.se. All of the above documents will also be presented at the meeting.
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Board of Directors in April 2017
