Share capital and ownership structure

The Company’s shares have been issued in accordance with Swedish law and are held in electronic form in accounts at Euroclear, with address Euroclear Sweden AB, Box 191, SE-101 23 Stockholm. Euroclear also maintains the Company’s share register. The Company’s shares are denominated in SEK. In accordance with the Articles of Association, the Company’s share capital shall amount to not less than SEK 10,780,000 and not more than SEK 43,120,000, distributed between at least 215,600,000 and at most 862,400,000 shares. The Company has only issued one class of shares. The ISIN-code for the Company’s shares is SE0007045414.

The registered share capital of SciBase Holding AB following the in May 2024 performed new share issues amounted to SEK 10,976,920:20 divided between 219,538,404 shares, each with a quota value of SEK 0.05. 

On April 5 2024 the Board of Directors of SciBase resolved upon a capital raise, consisting of a rights issue of units of up to approximately SEK 15 million (the "Rights Issue") and a directed issue of units of approximately SEK 33 million (the "Directed Issue" and together with the Rights Issue the "Capital Raising"). The Rights Issue was resolved by the Board of Directors in SciBase on 5 April 2024, pursuant to the authorisation granted by the Annual General Meeting held on 17 May 2023, and the Directed Issue was resolved by the Board of Directors on 5 April 2024, conditional on the subsequent approval by the general meeting. One unit in the Rights Issue and the Directed Issue, respectively, consisted of one (1) new share and five (5) warrants of series TO 2 in the Company The extraordinary general meeting in the Company on May 13 2024 resolved to approve the Board of Directors resolution to carry out the Directed Issue. 

Terms and conditions for warrants of series TO 2 in summary

Each warrant of series TO 2 (ISIN-code SE0021923877) entitles the holder to subscribe for one (1) new share in the Company during the period 3 April 2029 up to and including 17 April 2029. The subscription price for subscription of shares with the support of warrants of series TO 2 is SEK 0.42 per share. The total number of outstanding warrants of series TO 2 are: 498 534 835. Full terms and conditions for warrants of series TO 2 are held available on the Company's website, https://investors.scibase.se.

Authorizations

The Annual General Meeting held on May 17, 2023 authorized the board of directors to increase the share capital through issuance of new shares, warrants and/or convertible debentures. 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 authorization – 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 per cent dilution of the share capital and the number of shares and votes in the Company after such issue(s).  

Dividend policy

The Company has not adopted an explicit dividend policy. Any dividends are to be determined by the General Meeting following a proposal by the Board. Entitlement to dividends accrues to those who on the record date set by the General Meeting are included in the share register maintained by Euroclear. All shares in the Company convey entitlement to dividends, and there are no special restrictions for shareholders domiciled outside of Sweden to be paid dividends. Any dividend payments are arranged by Euroclear or, for nominee-registered shares, in accordance with the procedures of the relevant nominee. If a shareholder cannot be reached through Euroclear to receive dividends, the shareholder’s claim on the Company for the dividend amount remains and is limited only by statutes of limitation.

In the event that the limitation is exceeded, the dividend accrues to the Company. Historically, no dividends have been paid by the Company and no proposals on dividends to shareholders will be submitted until long-term profitability has been achieved. For the financial year 2023, no dividends have been proposed.

Incentive programs

During 2021 the Company implemented a bonus program for employees. The Group has no outstanding warrants. The Board considers it as important and positive if the employees’ ownership in the company increases. The Board has evaluated different incentive programs and following this decided to implement a normal bonus program. The goals are set by the board and normally consist of turnover goals and other strategic goals. After the end of the year, it is then assessed how well the goals have been met. However, the purpose of the program is to increase the employees’ ownership in the company. The board sees increased ownership by the employees as positive as it increases the employees’ incentive for the company to succeed through, for example, increased sales and thereby creating increased shareholder value. Thus, if the employee undertakes to buy shares over the market and enter into a lockup agreement (12-months), the bonus is increased by 4 times the cash bonus. The program has a maximum ceiling (including social security fees etc of SEK 3 million). For the full year 2022 the total cost was SEK 0.9 million. For 2023, an accrual of MSEK 1.2 for the corresponding program has been made. The outcome of the program is dependent upon reaching the set targets.

Trading on Nasdaq First North

The shares of SciBase Holding AB were accepted for trading on Nasdaq First North Growth Market from June 2, 2015. Avanza is the certified advisor of the Company.

Certified Advisor

Vator Securities, Email: [email protected]. Tel: +46 8 580 065 099

Development of the share capital

Year

Event

Change in

number of shares

Total no.

of shares

Par value

(SEK)

Share capital after

increase (SEK)

2009

New share issue

500,000

1,405,076

0.11

155,243.98

2009

New share issue

300,000

1,705,076

0.11

188,390.37

2010

Offset issue

306,497

2,011,573

0.11

222,254.60

2010

Offset issue

74,850

2,086,423

0.11

230,524.62

2010

Offset issue

730,462

2,816,885

0.11

311,231.87

2013

Offset issue

158,315

2,975,200

0.11

328,723.77

2013

Offset issue

84,189,761

87,164,961

0.11

9,630,678.54

2013

Equalizing issue

16,630,428

103,795,389

0.11

11,468,140.57

2013

New share issue

29,777,590

133,572,979

0.11

14,758,205.68

2013

New share issue

17,866,544

151,439,523

0.11

16,732,243.65

2014

New share issue

47,644,144

199,083,667

0.11

21,998,252.83

2014

Offset issue

252,263

199,335,930

0.11

22,026,124.86

2014

Equalizing issue

54,804

199,390,734

0.11

22,032,180.04

2015

Reserve share split (1:40)

194,405,966

4,984,768

4.42

22,032,180.04

2015

Reduction of share capital

4,984,768

3.70

18,443,641.60

2015

New share issue

3,300,00

8,284,768

3.70

30,653,641.60

2017

New share issue

8,333,333

16,618,101

3.70

61,486,973.70

2020

Reduction of share capital

 

16,816,101

0.05

830,905:05

2020

New share issue of units (share + warrant)

19,941,721

36,559,822

0.05

1,827,991:10

2020

New share issue – subscription of warrants

18,220,264

54,780,086

0.05

2,739,004:30

2021

New share issue

13,456,021

68,236,107

0.05

3,411,805:35

2021

New share issue

239,000

68,475,107

0.05

3,423,755:35

2023

New share issue

51,356,330

119,831,437

0.05

5,991,571:85

2024

New share issue of units

21,757,268

141,588,705

0.05

7,079,435:25

2024

New share issue of units

77,949,699

219,538,404

0.05

10,976,920:20