Bulletin from the extraordinary general meeting in Boule Diagnostics on November 1, 2022
Boule Diagnostics AB (”Boule”) held an extraordinary general meeting today November 1, 2022 (”EGM”). The complete proposals regarding the resolutions have been published previously and are available on Boule’s website, http://www.boule.com.
Amendment of the articles of association
The EGM resolved in accordance with the Board of Directors’ proposal to amend the articles of association. The resolution means that the limits for the share capital and the number of shares are changed so that the share capital shall amount to a minimum of SEK 4,800,000 and a maximum of SEK 19,200,000, and the number of shares shall amount to a minimum of 19,000,000 and a maximum of 76,000,000.
Resolution on a rights issue
In accordance with the Board of Directors’ proposal, the EGM resolved to approve the Board of Directors’ resolution on a new issue of shares with preferential rights for existing shareholders. The resolution means that Boule’s share capital will increase by a maximum of SEK 4,854,138 by new issue of a maximum of 19,416,552 shares with preferential rights for existing shareholders.[1] Shareholders who choose not to participate in the rights issue will, assuming that the rights issue is fully subscribed, have their shareholdings diluted by approximately 50.0 percent, but are able to financially compensate for this dilution by selling their subscription rights.
The main terms and conditions of the rights issue are the following. The shareholders who on the record date in the rights issue are registered as shareholders in Boule shall have the right to subscribe for shares in the rights issue. Those who are registered as shareholders in Boule on the record date in the rights issue, will receive one (1) subscription right for every one (1) share held.[2] The subscription rights grant the holder the preferential right to subscribe for new shares, whereby one (1) subscription right entitle the shareholder to subscribe for one (1) new share. In addition, investors are offered the possibility to subscribe for shares without subscription rights. The subscription price is SEK 7.70 per new share.
The below is the timetable for the rights issue.
| November 8, 2022 | Last day of trading including the right to receive subscription rights |
| November 9, 2022 | First day of trading without the right to receive subscription rights |
| November 10, 2022 | Publication of the prospectus |
| November 10, 2022 | Record date for participation in the rights issue with preferential rights |
| November 14 – November 23, 2022 | Trading in subscription rights |
| November 14 – November 28, 2022 | Subscription period |
| November 30, 2022 | Announcement of the outcome of the rights issue |
Election of a new member of the Board of Directors
The EGM resolved, in accordance with the Nomination Committee’s proposal, to increase the number of board members from five members to six members with election of Emil Hjalmarsson as a new member of the Board of Directors. The Board of Directors thus comprises of Yvonne Mårtensson, Thomas Eklund, Karin Dahllöf, Jon Risfelt, Torben Jörgensen and Emil Hjalmarsson. Yvonne Mårtensson is the Chairperson of the Board of Directors.
It was resolved that remuneration to the Board of Directors shall remain in accordance with the resolution on the annual general meeting held on May 5, 2022, meaning a remuneration of SEK 500,000 to the chairperson and SEK 250,000 for each of the other board members, and SEK 120,000 as the total remuneration to be distributed within the Audit Committee, and thereto an amount up to SEK 50,000 for the Board of Directors to use for special efforts. It was resolved that for the new member of the Board of Directors, the remuneration shall be awarded pro rata in relation to the member’s actual period of service compared to the total period from the annual general meeting 2022 until the end of the next annual general meeting.
Complete proposals regarding the resolutions from the EGM above are available on Boule’s website, http://www.boule.com.
For more information, please contact:
Jesper Söderqvist, CEO and Group President, Boule Diagnostics AB, phone. +46 (0)70-689 05 90
Annette Colin, CFO, Boule Diagnostics AB, phone +46 (0)70-319 06 76
About Boule Diagnostics AB (publ)
Boule Diagnostics AB is a global diagnostics company that develops, manufactures and markets instruments and consumable products for blood diagnostics. The company serves hospitals, clinics, laboratories and companies within blood diagnostics, in both human and veterinary hematology. The company operates via subsidiaries in Sweden, the USA, Mexico and Russia. The company products are sold globally through distributors, supported by Boule’s own local sales and support personnel. The Boule shares are listed on Nasdaq Stockholm since 2011. http://www.boule.com
The information was submitted for publication, through the agency of the contact person set out above, at 18.30 CET on November 1, 2022.
[1] If Boule’s warrants of series 2019/2022 are fully subscribed, the resolution means that Boule’s share capital will increase by a further maximum of SEK 88,199.25 through a new issue of a further maximum of 352,797 shares.
[2] For holders of Boule’s warrants of series 2019/2022 to have the right to participate in the rights issue with shares received through subscription, such subscription must be executed prior to November 3, 2022.
Bulletin from the extraordinary general meeting in Boule Diagnostics AB on November 1 2022
