BICO

Right to participate in the Annual General Meeting and notice of participation

Participation in the Annual General Meeting at the venue
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on Friday May 10, 2024, and (ii) no later than Tuesday May 14, 2024 give notice by post to BICO Group AB (publ), AGM 2024, Långfilsgatan 9, SE-412 77 Gothenburg, Sweden or via e-mail to ir@bico.com. When providing such notice, the shareholder shall state name, personal or corporate registration number, address, telephone number and the number of any accompanying assistant(s) (maximum two assistants) as well as information about any proxy.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the Company’s website, www.bico.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the Annual General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than Friday May 17, 2024.

Participation by advance voting
A shareholder who wishes to participate in the Annual General Meeting by advance voting must (i) be recorded as a shareholder in the share register maintained by Euroclear Sweden AB relating to the circumstances on Friday May 10, 2024, and (ii) give notice no later than Tuesday May 14, 2024, by casting its advance vote in accordance with the instructions below so that the advance vote is received by BICO Group AB (publ) no later than on that day. 

A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by advance vote is not sufficient for a person who wishes to participate at the venue.

A special form shall be used when advance voting. The advance voting form is available on the Company’s website www.bico.com. A completed and signed form may be submitted by post to BICO Group AB (publ), AGM 2024, Långfilsgatan 9, SE-412 77 Gothenburg or via e-mail to ir@bico.com. The completed form shall be received by BICO Group AB (publ) not later than Tuesday May 14, 2024. 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. Further instructions and conditions are included in the form for advance voting.

If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the advance voting form. A proxy form is available on the Company’s website www.bico.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the advance vote is still valid except to the extent the shareholder participates in a voting procedure at the Annual General Meeting or otherwise withdraws its casted advance vote. If the shareholder chooses to participate in a voting at the Annual General Meeting, the vote cast will replace the advance vote with regard to the relevant item on the agenda. 

Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on Friday May 10, 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Tuesday May 14, 2024, are taken into account when preparing the share register.

PROPOSED AGENDA
1. Opening of the Annual General Meeting.
2. Election of Chairman at the Annual General Meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two persons to approve the minutes.
6. Determination as to whether the Annual General Meeting has been duly convened.
7. Submission of the annual report and the auditors’ report and the consolidated financial statements and the auditors’ report for the group. In connection thereto, a presentation by the Chief Executive Officer.
8. Resolution regarding
a. adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
b. allocation of the Company’s profits or losses in accordance with the adopted balance sheet,
c. discharge of the members of the Board of Directors and the CEO from liability.
8c.1 Rolf Classon, Chairman of the Board
8c.2 Ulrika Dellby, Deputy Chairwoman of the Board
8c.3 Bengt Sjöholm, Board member
8c.4 Christian Wildmoser, Board member
8c.5 Susan Tousi, Board member  
8c.6 Helena Skåntorp, Board member  
8c.7 Gerry Mackay, Board member
8c.8 Erik Gatenholm, Board member and CEO. Resigned as CEO on November 20, 2023
8c.9 Maria Forss, CEO, assumed office on November 20, 2023
9. Determination of the number of members of the Board of Directors, deputies, auditors and deputy auditors.
10. Election of members of the Board of Directors.
The Nomination Committee’s proposal:
a) Rolf Classon (re-election)
b) Ulrika Dellby (re-election)
c) Bengt Sjöholm (re-election)
d) Helena Skåntorp (re-election)
e) Susan Tousi (re-election)
f) Christian Wildmoser (re-election)
g) Alexandra Gatzemeyer (new election)
11. Election of the chairman of the Board of Directors.
The Nomination Committee’s proposal:
a) Rolf Classon (Chairman) (re-election)
b) Ulrika Dellby (deputy Chairwoman) (re-election)
12. Election of the auditor.
13. Determination of fees for members of the Board of Directors and auditor.
14. Adoption of principles for the appointment of the Nomination Committee and the Nomination Committee’s instructions.
15. Submission and approval of the Board’s remuneration report.
16. Resolution to adopt guidelines for remuneration to executive management.
17. Proposal for resolution on implementation of a long-term warrant-based incentive program for certain key persons.
18. Proposal for resolution on implementation of a long-term employee stock option-based incentive program for certain key persons.
19. Resolution to authorise the Board of Directors to resolve on new share issues.
20. Closing of the Annual General Meeting.

THE NOMINATION COMMITTEE’S PROPOSALS UNDER ITEMS 2, 9, 10, 11, 12, 13 AND 14
The Nomination Committee, consisting of Mats Engström (appointed by Erik Gatenholm), Jens M. Artelt (appointed by Sartorius Lab Holding GmbH), Malin Björkmo (appointed by Handelsbanken Funds), Claes Dinkelspiel (appointed by Héctor Martínez), and Rolf Classon (Chairman of the Board of Directors, co-opted), has submitted the following proposals.

Item 2 – Election of Chairman at the Annual General Meeting
The Nomination Committee proposes that lawyer Anders Strid, Advokatfirman Vinge, is appointed Chairman at the Annual General Meeting.

Item 9 – Determination of the number of members of the Board of Directors, deputies, auditors and deputy auditors
The Nomination Committee proposes that the Board shall consist of seven (7) ordinary members without deputies.
The Nomination Committee proposes that a registered accounting firm is to be appointed as auditor.

Item 10 – Election of members of the Board of Directors
The Nomination Committee proposes that Rolf Classon, Ulrika Dellby, Bengt Sjöholm, Helena Skåntorp, Susan Tousi and Christian Wildmoser are re-elected, as well as new election of Alexandra Gatzemeyer as members of the Board of Directors. All elections for the period until the end of the next Annual General Meeting.
Gerry Mackay and Erik Gatenholm have declined re-election.

Information regarding the proposed new Board member
Alexandra Gatzemeyer, born 1979
Background: Alexandra Gatzemeyer has extensive experience in life science and brings valuable international commercial experience to the Board of Directors of BICO. She is currently a member of Sartorius AG’s Executive Board and Head of Lab Products and Services. Alexandra Gatzemeyer is a Russian citizen residing in Germany. She is a certified technological engineer with a focus on biotechnology from St. Petersburg State Chemical Pharmaceutical Academy, and also holds a PhD in Chemistry from St. Petersburg State Chemical Pharmaceutical Academy. 
Shareholding in BICO Group AB: -
Alexandra Gatzemeyer is independent in relation to the Company and its management but dependent in relation to major shareholders.

Further information about the Board members proposed for re-election can be found on the Company’s website, www.bico.com. 

Item 11 – Election of the chairman of the Board of Directors
The Nomination Committee proposes re-election of Rolf Classon as Chairman of the Board of Directors and re-election of Ulrika Dellby as deputy Chairwoman of the Board of Directors.

Item 12 – Election of the auditor
The Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the registered accounting firm Deloitte AB be re-elected as auditor. In the event that Deloitte AB is re-elected, the Nomination Committee notes that Deloitte AB has informed that public accountant Åsa Löfqvist will be appointed as auditor in charge.

Item 13 – Determination of fees for members of the Board of Directors and auditor
The Nomination Committee proposes that remuneration to the Board shall be paid with (amount from previous year in parentheses for comparison):
i. SEK 600,000 (600,000) to the Chairman of the Board,
ii. SEK 400,000 (400,000) to the deputy Chairman of the Board,
iii. SEK 250,000 (250,000) to each of the other members of the Board,
iv. SEK 100,000 (100,000) to the Chairman of the Audit Committee,
v. SEK 50,000 (50,000) to each of the members of the Audit Committee,
vi. SEK 60,000 (60,000) to the Chairman of the Remuneration Committee, and
vii. SEK 35,000 (35,000) to each of the other members of the Remuneration Committee.

Fees and remuneration as described above shall only be paid to a member of the Board who is not employed by the Company or its subsidiaries.

The Nomination Committee proposes that the fee to the auditor shall be paid in accordance with approved statement of costs.

Item 14 – Adoption of principles for the appointment of the Nomination Committee and the Nomination Committee’s instructions
The Nomination Committee proposes that the Annual General Meeting adopts the following principles for the appointment of the Members of the Nomination Committee and instructions for the Nomination Committee.

The Nomination Committee shall consist of four members. The members shall be appointed by the four largest shareholders in the Company as of the end of September in terms of voting rights, on the basis of a list of registered shareholders provided by Euroclear Sweden AB and other reliable information that has accrued to the Company. The Chairman of the Board shall not be a member of the Nomination Committee but shall normally be co-opted to the meetings of the Nomination Committee.

If a shareholder refrains from appointing a member, the right to appoint a member shall be transferred to the shareholder who is the subsequent largest shareholder in terms of votes.

The Chairman of the Nomination Committee shall be the member who was appointed by the largest shareholder in terms of votes, or otherwise the one appointed by the Nomination Committee. The Chairman of the Nomination Committee may not be a Board member.

If a member of the Nomination Committee resigns before the Nomination Committee’s assignment is completed, the shareholder shall be entitled to appoint a new member.

The Chairman of the Board shall convene the first meeting of the Nomination Committee.

The composition and contact details of the Nomination Committee shall be made public no later than six months before the AGM on the Company’s website. Changes in the composition of the Nomination Committee shall made public immediately.

A majority of the members shall be independent in relation to the Company and its management. The CEO or any other person from the Company’s management shall not be a member of the Nomination Committee. At least one member shall be independent in relation to the largest shareholder, in terms of votes, or group of shareholders who cooperate on the Company’s management.

Board members may be members of the Nomination Committee but shall not constitute a majority of the Members of the Nomination Committee. If more than one board member is included in the Nomination Committee, no more than one of them may be dependent in relation to the Company’s major shareholders.

No remuneration shall be paid to the members of the Nomination Committee with the exception of reasonable expenses to be reimbursed by the Company.

The Nomination Committee is appointed for the period until the next Nomination Committee is appointed.

If a nominating shareholder wishes to replace a member of the Nomination Committee appointed by the shareholder with another person, such a request (containing the two relevant names) shall be sent to the Chairman of the Nomination Committee (or in the event that it is the Chairman who is to be replaced, to another member of the Nomination Committee) and the receipt shall mean that the request has been executed.

If a shareholder who has appointed a member of the Nomination Committee no longer belongs to the four largest shareholders, the member appointed by that shareholder shall make his or her seat available. The shareholder who has been added among the four largest shareholders shall be consulted and have the right to appoint a member. The members of the Nomination Committee shall not be replaced if there are only marginal changes in the number of votes or if most of the Nomination Committee's work by the Chairman of the Nomination Committee is deemed to be completed before the Annual General Meeting.

In its free election, the Nomination Committee may decide to offer unfilled seats on the Nomination Committee to shareholders or representatives of shareholders in order for the Nomination Committee thereby to reflect the ownership structure in BICO.

Changes in the composition of the Nomination Committee shall be announced immediately.

The tasks of the Nomination Committee consist of the following:
· to evaluate the composition and work of the Board of Directors,
· to prepare proposals to the Annual General Meeting regarding the election of the Board of Directors and the Chairman of the Board,
· in cooperation with the Company's Audit Committee, to prepare proposals to the Annual General Meeting regarding the election of auditors,
· to prepare proposals to the Annual General Meeting regarding fees to the Board of Directors, divided between the Chairman and other members and remuneration for committee work, and the auditor,
· to prepare proposals to the Annual General Meeting regarding the Chairman of the Annual General Meeting, and
· where appropriate, to prepare proposals for changes to the principles for the appointment of the upcoming Nomination Committee and instructions for the Nomination Committee.

THE BOARD OF DIRECTORS’ PROPOSALS UNDER ITEMS 8B, 15, 16, 17, 18 AND 19  

Item 8B – Resolution regarding allocation of the Company’s profits or losses in accordance with the adopted balance sheet
The Board of Directors proposes that the funds at the Annual General Meetings’ disposal, SEK 5,939,258,162 shall be carried forward, and, thus, that no dividend shall be paid.

Item 15 – Submission and approval of the Board’s remuneration report
The Board of Directors proposes that the Annual General Meeting resolves to approve the Remuneration Report for the financial year 2023 that has been prepared by the Board of Directors.

Item 16 – Resolution to adopt guidelines for remuneration to the executive management
The Board of Directors of BICO proposes that the Annual General Meeting resolves on the following guidelines for remuneration to Executives.

Scope
These guidelines cover the CEO and other individuals who, during the validity period of the guidelines, are included in the executive management of BICO and the Board of Directors, insofar directors are paid remuneration besides what has been decided by the General Meeting, below referred to as (“Executives”). Further, BICO will in principle apply these guidelines in respect of remuneration to senior executives of BICO’s operational companies.

These guidelines are forward-looking, i.e., they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the Annual General Meeting 2024. These guidelines do not apply to any remuneration decided or approved by the General Meeting.

For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Promotion of BICO’s business strategy, long-term interests, and sustainability, etc.
A prerequisite for successful implementation of BICO’s business strategy and safeguarding the Company’s long-term interests is that BICO is able to recruit and retain qualified personnel. The main principle is that remuneration and other employment conditions for Executives shall be in line with market terms and competitive on every market where BICO operates, to ensure that competent and skilled personnel can be attracted, motivated and retained. Individual levels of remuneration shall be based on experience, competence, level of responsibility and performance, and also the country where the Executive is employed. These guidelines promote BICO’s business strategy, long-term interests and sustainability as described in the below section regarding criteria for variable remuneration, and contribute to the Company’s ability to, on a long-term basis, retain qualified personnel. For further information about the BICO’s business strategy, please see the Company’s annual reports and the website, see www.bico.com.

BICO currently has two long term share-based incentive programs in place aimed at all BICO group employees. The purpose of the incentive programs is to encourage broad share ownership among BICO’s employees, facilitate recruitment, retain competent employees and increase motivation to achieve or exceed the Company’s financial targets. As such, both of the programs have been free of charge and are conditional on that certain financial conditions are met during the vesting period. These programs have been resolved by the General Meeting in 2021 and 2022 and are therefore excluded from these guidelines. For the same reason, the long-term share-related incentive program proposed by the Board of Directors and submitted to the Annual General Meeting 2024 for approval is excluded. The proposed programs deviate from the existing programs as they are based on the residence of the participants and thus consist of partly warrants and partly staff options to approx. 16 key people within the BICO group. The programs are further conditional on either the participant's own investment (warrants) or employment (staff options) and a holding period of at least three years. The programs are distinctly linked to the business strategy and thereby to the Company’s long-term value creation, including its sustainability. For more information regarding these long-term share-based incentive programs, see www.bico.com.

Principles for various types of remuneration, etc
The total remuneration to Executives shall be on market terms and may consist of the following components: fixed cash base salary, variable cash remuneration, pension benefits and other benefits. Additionally, the General Meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.

Fixed remuneration
The fixed remuneration meaning cash base salary shall be determined with consideration of the Executive’s individual area of responsibility, authority, competence, experience and performance. The fixed cash base salary shall be reviewed annually.

Annual variable remuneration
The satisfaction of criteria for awarding variable cash remuneration shall be possible to measure over a period of one year. The variable cash remuneration for the CEO may not amount to more than 100%, and for other members of the executive management 50%, of the total fixed annual cash base salary. An amount corresponding to 25% of the variable cash remuneration, received by the Executive, before deductions for income tax (i.e., the gross amount) must be used to acquire shares in BICO. The shares that are acquired must, subject to certain customary exceptions, be kept for at least three years. The purpose of reserving part of the variable salary for the acquisition of shares in BICO is to increase the Executives' long-term commitment to the Company and thereby benefit its strategy and long-term value creation. Normally, the Executives' acquisition of BICO shares with the variable cash remuneration component must take place in May/June and then with the application of current rules on market abuse. Variable remuneration shall not be awarded, and can be reclaimed, if the Executives have acted contrary to BICO policies, instructions, and guidelines, and/or the Company’s code of conduct. Further, the Company has the right to reclaim paid variable remuneration, if it has been calculated or paid out on incorrect grounds.

Criteria for awarding variable remuneration
The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial and be individualized quantitative or qualitative targets. The criteria shall be designed so as to contribute to the Company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy.

To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The Remuneration Committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other Executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the Company.

Other variable remuneration
Additional variable remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of recruiting or retaining Executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration must be commercially justified, take into account the individual’s annual cash base salary from a market-practice perspective and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the Remuneration Committee.

Pension & insurance
For the CEO of the Company, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 31 percent of the fixed annual cash base salary. For other Executives, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions applicable to the individual concerned. The pension premiums for premium defined pension shall amount to not more than 31percent of the fixed annual cash base salary. Pension premiums may, exceptionally, exceed this limit if required to comply with mandatory law, collective bargaining agreements or other applicable rules or established local practice, taking into consideration, to the extent possible, the overall purpose of these guidelines.

Other benefits may include, for example, life insurance, medical insurance (Sw: sjukvårdsförsäkring) and Company cars. Such benefits shall not amount to more than 5 percent of the fixed annual cash base salary.

For Executives stationed in another country than their home country, additional remuneration and other benefits may be awarded to a reasonable extent with consideration of the special circumstances that are associated with such foreign stay, whereby the general purpose of these guidelines shall be satisfied to the furthest extent possible. Such benefits shall amount to no more than 15 percent of the fixed annual cash base salary.

Termination of employment
The notice period may not exceed 12 months, if notice of termination of employment is made by the Company. Fixed cash base salary during the period of notice and severance pay may together not exceed an amount equivalent to the fixed cash base salary for 12 months for the Executives. The period of notice may not to exceed six months when termination is made by the Executives, without any right to severance pay.

Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid insofar as the previously employed Executive is not entitled to severance pay. The remuneration shall not amount to more than 60 percent of the fixed cash base salary at the time of termination of employment, unless otherwise provided by mandatory collective agreement provisions and be paid during the time that the non-compete undertaking applies, which shall be not more than 24 months following termination of employment.

Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the Company have been taken into account by including information on the employees’ total remuneration, the components of the remuneration and increase and growth rate of the remuneration over time, in the Remuneration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to Executives and remuneration to other employees will be disclosed in the remuneration report.
 
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a Remuneration Committee. The Remuneration Committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration for the Executives, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the Company. The members of the Remuneration Committee are independent of the Company and its Executives. The CEO and other members of the executive management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. The Board of Directors shall annually draw up a remuneration report that shall be presented to the Annual General Meeting for approval.
 
Derogation from the guidelines
The Board of Directors may resolve to temporarily derogate from the guidelines, in whole or in part, if in a specific case there is special cause for such action and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As set out above, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters, which includes resolutions to derogate from the guidelines.
 
Description of significant changes to the guidelines and how the views of shareholders have been taken into consideration
The current applicable guidelines were adopted on the Annual General Meeting 2021. The proposal for guidelines submitted at the 2024 Annual General Meeting, in principle, correspond to the guidelines adopted 2021, but have been subject to minor clarifications and updates. BICO has not received any views from shareholders to take into consideration in the preparation of this proposal.

Item 17 – Proposal for resolution on implementation of a long-term warrant-based incentive program for certain key persons
The Board of Directors proposes that the Annual General Meeting resolves to implement a long-term warrant-based incentive program for key persons in BICO residing in Sweden and Switzerland (“Warrant Program 2024/2027”) through (A) a resolution to issue warrants of series 2024/2027:1 to the Company and (B) a resolution to approve transfers of warrants of series 2024/2027:1 from the Company to key persons in the group residing in Sweden and Switzerland, as set out below.

The Board of Directors’ proposals for resolutions under (A) and (B) below constitutes a combined proposal, which shall be resolved upon as one resolution.

The Board of Directors considers that the proposed program can have a positive effect on the Company’s development. The main purpose of implementing the program is to align the key persons’ interests with the shareholders’ interests to promote long-term value creation. The program is also expected to facilitate for the Company to recruit and retain key persons.

It is the Board of Directors’ intention that the structure of the program should be long-term and the Board of Directors therefore intends, after evaluation of the program, to return with corresponding proposals at general meetings in the coming years. It is the board of director’s intention that a new program shall start each year.

(A) Proposal for resolution to issue warrants of series 2024/2027:1 
The Board of Directors proposes that the meeting resolves to issue a maximum of 430,000 warrants of series 2024/2027:1 on the following terms and conditions:
1. With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Company, with the right and obligation for the Company to transfer the warrants to key persons in the group residing in Sweden and Switzerland in accordance with what is stated in the proposal under (B) below. The Company shall not be entitled to dispose of the warrants in any other way than what is stated in the proposal under (B) below. 
2. The reason for the deviation from the shareholders’ preferential rights is that the warrants shall be used within the framework of Warrant Program 2024/2027. 
3. The warrants shall be issued free of charge to the Company.
4. Subscription of warrants shall be made on a separate subscription list on 22 May 2024 at the latest. The Board of Directors shall have the right to prolong the subscription period. 
5. Each warrant entitles the holder to subscribe for one new share of series B in the Company against cash payment at a subscription price corresponding to 150 per cent of the volume- weighted average price paid for the Company’s share of series B on Nasdaq Stockholm during the period from 3 May 2024 up to and including 17 May 2024. The subscription price shall be rounded to the nearest even hundredth of a SEK, where SEK 0.005 shall be rounded upwards. The subscription price may however never be lower than the share’s quota value. When subscribing for shares, the part of the subscription price that exceeds the quota value of the previous shares shall be allocated to the unrestricted share premium reserve. 
6. The warrants may be exercised for subscription of shares during the period from 1 June 2027 up to and including 31 August 2027. 
7. Shares issued upon exercise of warrants confers right to dividends for the first time on the next record date for dividends which occurs after subscription is effected.
8. The full terms and conditions for the warrants of series 2024/2027:1 are set forth on the Company’s website, www.bico.com, (the “Terms”). According to the Terms the subscription price and the number of shares which each warrant confers right to subscribe for may be recalculated in the event of a bonus issue, reverse shares split or share split, new issue of shares, issue of warrants or convertibles, and in some other cases. Further, the period for exercise of warrants may be brought forward or be postponed in some cases. 
9. If all warrants are subscribed for, all warrants are transferred to key persons in the group in accordance with what is stated in the proposal under (B) below and all warrants are exercised for subscription of shares, the Company’s share capital will increase by SEK 10,750 (with reservation for eventual recalculation according to the Terms). 
10. The Board of Directors, or anyone appointed by the Board of Directors, shall be authorized to make such minor formal adjustments in the issue resolution that may be required in connection with registration of the resolution with the Swedish Companies Registration Office or, where applicable, Euroclear Sweden AB. 

(B) Proposal for resolution on approval of transfer of warrants of series 2024/2027:1
The Board of Directors proposes that the meeting resolves to approve that the Company, within the framework of Warrant Program 2024/2027, transfers a maximum of 430,000 warrants of series 2024/2027:1 to key persons in the group residing in Sweden and Switzerland on the following terms:
1. Key persons in the group residing in Sweden and Switzerland shall be entitled to acquire warrants from the Company as set out below: 
(a) the CEO of the Company (1 person) shall be offered to acquire a maximum of 100,000 warrants;
(b) the other members of the group management (maximum 5 persons) shall be offered to acquire a maximum of 60,000 warrants each; and
(c) the CEO of the Company’s Swedish operating subsidiary (1 person) shall be offered to acquire a maximum of 30,000 warrants.
A person who has entered into an employment agreement with the Company or another company in the group and who qualifies for participation in the program according to above, may be offered to acquire warrants even if he/she has not yet taken up his/her employment.
A key person can apply for acquisition of a lower, but not a higher, number of warrants than what he/she is offered to acquire, however a minimum 10,000 warrants.
2. Transfer of warrants shall take place at market value at the time of transfer. Calculation of the warrant's market value shall be made by Öhrlings PricewaterhouseCoopers AB, as an independent valuation institute, by applying the Black & Scholes valuation model. 
3. Application for acquisition of warrants shall be made on a separate application form on 22 May 2024 at the latest. The Board of Directors shall have the right to prolong the application period.
4. Payment for warrants acquired shall be made on 27 May 2024 at the latest. The Board of Directors shall have the right to prolong the payment period.
5. A prerequisite for being entitled to acquire warrants from the Company is (i) that the key person is employed in the group or has entered into an employment agreement with a company in the group at the time of the acquisition, and that he/she has neither given nor received any notice of termination of his/her employment, (ii) that acquisition of warrants can take place in accordance with applicable laws, and (iii) that the key person at the time of the acquisition has entered into an agreement with the Company, which inter alia contains a pre-emption right for the Company if the key person wishes to transfer, or otherwise dispose of his/her warrants and a right for the Company to repurchase the warrants if the key person’s employment in the group ceases and in some other cases. 
6. Warrants of series 2024/2027:1 which are not transferred to key persons, as well as warrants of series 2024/2027:1 which, where applicable, are later repurchased, may be canceled.

Dilution
As of the date of this proposal, there are 70,574,895 shares in the Company, whereof 1,500,000 shares of series A and 69,074,895 shares of series B. A share of series A carry ten vote and a share of series B carry one vote.

If all warrants that can be issued within the framework of Warrant Program 2024/2028 (warrants of series 2024/2027:1) are subscribed for, transferred and exercised for subscription of shares of series B in the Company, the number of shares and votes in the Company will increase by 430,000 (with reservation for eventual recalculation according to the Terms), which corresponds to a dilution of approx. 0.61 per cent of the number of shares and approx. 0.51 per cent of the number of votes in the Company.

Besides this proposal, the Board of Directors proposes that the meeting shall resolve on implementation of an employee stock option program for key persons in the group residing in Germany and the USA ("Employee Stock Option Program 2024/2027"), see item 18 on the agenda for the meeting.

If (i) all warrants that can be issued within the framework of Warrant Program 2024/2027 are subscribed for, transferred and exercised for subscription of shares, (ii) all employee stock options that can be allotted within the framework of Employee Stock Option program 2024/2027 are allotted, vested and exercised for acquisition of shares and (iii) all warrants held by the Company to hedge the delivery of shares to the employee stock option holders and costs for social security contributions are used for that purpose, the number of shares and votes in the Company will increase by 803,000 in total (with reservation for eventual recalculation according to the terms), which corresponds to a dilution of approx. 1.12 percent of the number of shares and approx. 0.94 percent of the number of votes the Company in total.

The dilution effects have been calculated as the number of additional shares and votes in relation to the number of existing and additional shares and votes.

Preliminary valuation, costs and effects on key figures
Öhrlings PricewaterhouseCoopers AB has made a preliminary valuation of the market value of a warrant of series 2024/2027:1, applying the Black & Scholes valuation model. Based on an assumed share price of SEK 44.50 at the time of the issuance of the warrants, an assumed subscription price of SEK 66.75 upon exercise of the warrants, a term of 3.3 years, an assumed volatility of 50 percent, a risk-free interest rate of 2.72 per cent and full compensation through recalculation in the event of payment of any dividends during the term, the market value of a warrant of series 2024/2027:1 has been calculated to SEK 11.16. When transferring the warrants to the key persons, the market value will be determined based on updated assumptions and then known parameters.

Since the warrants will be transferred to the key persons at market value, no costs are expected to arise for the Company with regards to key persons residing in Sweden. With regards to the key person residing in Switzerland, Warrant Program 2024/2027 is expected to cause costs for the Company in the form of social security contributions. The size of the costs for social security contributions depends on how many warrants the key person acquires and exercises for subscription of shares, the market value of the Company’s share of series B at the time of the exercise of the warrants in 2027, and the applicable percentage rate for social security contributions in Switzerland at that time. If the key person residing in Switzerland acquires all warrants that he is entitled to acquire and exercises them for subscription of shares, the costs for social security contributions are, at an assumed share price of SEK 133.50 at the time of exercise (corresponding to three times the assumed share price at the time of the issue) and unchanged percentage rate for social security contributions, estimated to amount to approx. SEK 250,000.

Since the costs that are estimated to be incurred by the Company due to Warrant Program 2024/2027 are relatively limited, the Board of Directors does not propose any hedging measures to be taken to secure the Company’s exposure to the costs that may arise.

Warrant Program 2024/2027 will have a marginal effect on the Company’s key figures.

Other incentive programs
There are two outstanding long-term term incentive programs in the Company since earlier – LTIP 2021 and LTIP 2022. For a brief description of these programs, reference is made to note 6 in the Company’s annual report for 2023, which is kept available at the Company’s office and at the Company’s website, www.bico.com.

Preparation of the proposal
The proposal for resolution has been prepared by the remuneration committee and the Board of Directors in consultation with external advisers.

Majority requirement and condition
For a valid resolution in accordance with the proposal, the proposal must be supported by shareholders with at least nine tenths of both the votes cast and the shares represented at the meeting.

A resolution in accordance with the proposal shall be conditional on the meeting also resolving on implementation of Employee Stock Option Program 2024/2027 in accordance with the Board of Directors proposal for resolution under item 18 on the agenda for the meeting.

Item 18 – Proposal for resolution on implementation of a long-term employee stock option-based incentive program for certain key persons

The Board of Directors proposes that the Annual General Meeting resolves to implement a long-term employee stock option-based incentive program for key persons in BICO residing in Germany and the USA (“Employee Stock Option Program 2024/2027”), as set out in (A) below.

To hedge the Company’s obligations under Employee Stock Option Program 2024/2027 and related cost the Board of Directors also propose that the meeting shall resolve on an issue of warrants of series 2024/2027:2 to the Company, as well as an approval of transfer of warrants of series 2024/2027:2, as set out in (B) below.

The Board of Directors’ proposals for resolutions under (A) and (B) below constitutes a combined proposal, which shall be resolved upon as one resolution.

The Board of Directors considers that the proposed program can have a positive effect on the Company’s development. The main purpose of implementing the program is to align the key persons’ interests with the shareholders’ interests to promote long-term value creation. The program is also expected to facilitate for the Company to recruit and retain key persons.
It is the Board of Directors’ intention that the structure of the program should be long-term and the Board of Directors therefore intends, after evaluation of the program, to return with corresponding proposals at general meetings in the coming years. It is the board of director’s intention that a new program shall start each year.

(A) Proposal for resolution on implementation of Employee Stock Option Program 2024/2027
The Board of Directors proposes that the meeting resolves to implement Employee Stock Option Program 2024/2027 on the following substantial terms and conditions:

1. Employee Stock Option Program 2024/2027 shall consist of a maximum 270,000 employee stock options.
2. Each employee stock option confers the holder a right to acquire one share of series B in the Company against cash payment at an exercise price corresponding to 150 per cent of the volume-weighted average price paid for the Company’s share of series B on Nasdaq Stockholm during the period from 3 May 2024 up to and including 17 May 2024. The exercise price shall be rounded to the nearest even hundredth of a SEK, where SEK 0.005 shall be rounded upwards. The exercise price and the number of shares that each employee stock option confers right to acquire may be subject to recalculation in the event of a bonus issue, revers share split or share split, new issue of shares, issue of warrants or convertibles, and in some other cases, whereby the recalculation terms and conditions for the warrants proposed to be issued according to (B) shall apply correspondingly. 
3. The employee stock options shall be offered to key persons in the group residing in Germany and the USA as follows. The CEOs of the Company’s German and American subsidiaries (9 persons) shall be offered 10,000 - 50,000 employee stock options each. How many employee stock options within the interval that each key person shall be offered, shall be determined by the Board of Directors or its remuneration committee based on an assessment of each subsidiary's contribution to the group's ability to achieve its financial goals.
4. Notice of participation shall have been received by the Company on 22 May 2024 at the latest. The Board of Directors shall have the right to prolong the notification period.
5. Employee stock options shall be allotted to the key persons participating in the program in close connection with the expiration of the notification period.
6. The employee stock options shall be allotted free of charge.
7. The allotted employee stock options will be vested as follows:
(a) 50 per cent of the allotted employee stock options, or a portion thereof, will be vested on 1 June 2027, provided that (i) the key person is still employed in the group as of the mentioned date and that he/she has neither given nor received any notice of termination of his/her employment and (ii) the annual currency-adjusted organic growth during the period from 1 January 2024 up to and including 31 December 2026 amounts to or exceeds 8 per cent. Vesting starts at 8 per cent (minimum level). Full vesting occurs at 10 per cent (target level). Between the minimum level and the target level, the number of employee stock options that vest increases linearly. 
(b) 50 per cent of the allotted employee stock options, or a portion thereof, will be vested on 1 June 2027, provided that (i) the key person is still employed in the group as of the mentioned date and that he/she has neither given nor received any notice of termination of his/her employment and (ii) the EBITDA margin for the period from 1 January 2024 up to and including 31 December 2026 amounts to or exceeds 8 per cent, whereby EBITDA means EBITDA minus balanced development costs. Vesting starts at 8 per cent (minimum level). Full vesting occurs at 10 per cent (target level). Between the minimum level and the target level, the number of employee stock options that vest increases linearly.
The performance targets are in line with the Company's communicated financial targets.
8. The employee stock options shall not constitute securities and shall not be able to be transferred or pledged. However, the rights under the employee stock options are transferred to the estate in the event of a key person’s death.
9. Allotted employee stock options that have been vested may be exercised during the period from 1 June 2027 up to and including 31 August 2027. The Board of Directors shall have the right to limit the number of occasions for delivery of shares during the exercise period. 
10. Participation in Employee Stock Option Program 2024/2027 requires that such participation can take place in accordance with applicable laws and that, according to the Company’s assessment, such participation can take place with reasonable administrative costs and financial efforts.
11. The employee stock options shall be governed by separate agreements with each key person. The Board of Directors shall be responsible for the preparation and management of Employee Stock Option Program 2024/2027 within the above-mentioned substantial guidelines. The Board of Directors shall have the right to, within the framework of the agreement with each participant, make the reasonable changes and adjustments of the terms and conditions of the employee stock options that are deemed suitable or appropriate as a result of local employment law or tax law or administrative conditions. This may mean, among other things, that continued vesting of employee stock options may take place in some cases when otherwise would not have been the case. The Board of Directors shall also have the right to allow continued vesting of employee stock options upon termination of employment if the key person is deemed to be a so-called good leaver. The Board of Directors shall have the right to advance vesting and the time of exercise of the employee stock options in certain cases, such as in the case of a public takeover bid, liquidation, merger and similar measures. Finally, the Board of Directors shall have the right to, in extraordinary cases, limit the scope of, or prematurely terminate, Employee Stock Option Program 2024/2027, in whole or in part.
 
(B) Proposal for resolution to issue warrants of series 2024/2027:2 as well as approval of transfer of warrants
To enable the Company’s delivery of shares under Employee Stock Option Program 2024/207 and to hedge related costs, the Board of Directors proposes that the meeting resolves to issue a maximum of 373,000 warrants of series 2024/2027:2 on the following terms and conditions:
1. With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Company. 
2. The reason for the deviation from the shareholders’ preferential rights is to enable the implementation of Employee Stock Option Program 2024/2027.
3. The warrants shall be issued free of charge to the Company. 
4. Subscription of warrants shall be made on a separate subscription list on 22 May 2024 at the latest. The Board of Directors shall have the right to prolong the subscription period. 
5. Each warrant entitles the holder to subscribe for one new share of series B in the Company against cash payment at a subscription price corresponding to 150 per cent of the volume- weighted average price paid for the Company’s share of series B on Nasdaq Stockholm during the period from 3 May 2024 up to and including 17 May 2024. The subscription price shall be rounded to the nearest even hundredth of a SEK, where SEK 0.005 shall be rounded upwards. The subscription price may however never be lower than the share’s quota value. When subscribing for shares, the part of the subscription price that exceeds the quota value of the previous shares shall be allocated to the unrestricted share premium reserve. 
6. The warrants may be exercised for subscription of shares during the period from the day of registration of the issue resolution with the Swedish Companies Registration Office up to and including 15 September 2027. 
7. Shares issued upon exercise of warrants confers right to dividends for the first time on the next record date for dividends which occurs after subscription is effected. 
8. The full terms and conditions for the warrants of series 2024/2027:2 are set forth in on the company’s website, www.bico.com, (the “Terms”). According to the Terms the subscription price and the number of shares which each warrant confers right to subscribe for may be recalculated in the event of a bonus issue, reverse shares split or share split, new issue of shares, issue of warrants or convertibles, and in some other cases. Further, the period for exercise of warrants may be brought forward or be postponed in some cases.
9. If all warrants are subscribed for and all warrants are used to enable the delivery of shares under Employee Stock Option Program 2024/2027 and to hedge costs for social security contributions, the Company’s shares capital will increase by SEK 9,325 (with reservation for eventual recalculation according to the Terms). 
10. The Board of Directors, or anyone appointed by the Board of Directors, shall be authorized to make such minor formal adjustments in the issue resolution that may be required in connection with registration of the resolution with the Swedish Companies Registration Office or, where applicable, Euroclear Sweden AB. 

The Board of Directors further proposes that the meeting resolves to approve that the Company may transfer warrants of series 2024/2027:2 to participants in Employee Stock Option Program 2024/2027 free of charge in connection with exercise of the employee stock options in accordance with the terms set out in (A) above, or in another way dispose of the warrants in order to hedge the Company’s obligations and related costs in relation to Employee Stock Option Program 2024/2027 (e.g., by transferring the warrants to a third party who exercises them and deliver shares to the participants).

The Board of Directors proposes that warrants of series 2024/2027:2 that are not needed for hedging purposes may be cancelled.
 
Dilution
As of the date of this proposal, there are 70,574,895 shares in the Company, whereof 1,500,000 shares of series A and 69,074,895 shares of series B. A share of series A carry ten vote and a share of series B carry one vote.

If all employee stock options that can be allotted within the framework of Employee Stock Option Program 2024/2027 are allotted, vested and exercised for acquisition of shares of series B, and warrants of series 2024/2027:2 are used to deliver the shares and to hedge costs for social security contribution, the number of shares and votes in the Company will increase by 373,000 (with reservation for eventual recalculation according to the Terms), which corresponds to a dilution of approx. 0.53 per cent of the number of shares and approx. 0.44 per cent of the number of votes in the Company.

Besides this proposal, the Board of Directors proposes that the meeting shall resolve on implementation of a warrant program for key persons in the group residing in Sweden and Switzerland ("Warrant Program 2024/2027"), see item 17 on the agenda for the meeting.

For information on the maximum total potential dilution for Employee Stock Option Program 2024/2027 and Warrant Program 2024/2027, please refer to the information under the corresponding heading in the proposal for resolution on implementation of Warrant Program 2024/2027.

The dilution effects have been calculated as the number of additional shares and votes in relation to the number of existing and additional shares and votes.

Preliminary valuation, costs, and effects on key figures
The employee stock options do not have a market value since they are not transferable. However, Öhrlings PricewaterhouseCoopers AB has, as an independent valuation institute, made a preliminary calculation of the theoretical value of an employee stock option to be allotted within the framework of Employee Stock Option Program 2024/2027, applying the Black & Scholes valuation model. Based on an assumed share price of SEK 44.50 at the time of the allotment of the employee stock options, an assumed exercise price of SEK 66.75 upon exercise of the employee stock options, a term of 3.3 years, an assumed volatility of 50 per cent, a risk-free interest rate of 2.72 per cent and full compensation through recalculation in the event of payment of any dividend during the term, the theoretical value of an employee stock option allotted within the framework of Employee Stock Option Program 2024/2027 has been calculated to SEK 11.16. The limitations in the disposal rights have not been considered in the valuation. Upon allotment of employee stock options, the theoretical value will be determined based on updated assumptions and then known parameters.

Employee Stock Option Program 2024/2027 will cause costs, partly in the form of accounting salary costs and partly in the form of social security contributions. Based on the assumption that the theoretical value of an employee stock option is SEK 11.16, the accounting salary costs are estimated to approx. SEK 3,013,000, distributed over the vesting period. The size of the costs for social security contributions depends on how many employee stock options that are allotted, vested and exercised for acquisition of shares, the market value of the Company’s share of series B at the time of the exercise of the employee stock options in 2027 and the applicable percentages rates for social security contributions in Germany and the USA at that time. Based on the assumption that all employee stock options are allotted, vested and exercised for acquisition of shares, the costs for social security contributions are, at an assumed share price of SEK 133.50 at the time of exercise (corresponding to three times the assumed share price at the time of allotment) and unchanged percentages rates for social security contributions, estimated to amount to approx. SEK 2,620,000.

Employee Stock Option Program 2024/2027 will have a marginal effect on the Company’s key figures.

Other incentive programs
There are two outstanding long-term term incentive programs in the Company since earlier – LTIP 2021 and LTIP 2022. For a brief description of these programs, reference is made to note 6 in the Company’s annual report for 2023, which is kept available at the Company’s office and at the Company’s website, www.bico.com.

Preparation of the proposal
The proposal for resolution has been prepared by the remuneration committee and the Board of Directors in consultation with external advisers.

Majority requirements and conditions
For a valid resolution in accordance with the proposal, the proposal must be supported by shareholders with at least nine tenths of both the votes cast and the shares represented at the meeting.

A resolution in accordance with the proposal shall be conditional on the meeting also resolving on implementation of Warrant Program 2024/2027 in accordance with the Board of Directors proposal for resolution under item 17 on the agenda for the meeting.

Item 19 – Resolution to authorise the Board of Directors to resolve on new share issues
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, one or several occasions and with or without deviation from the shareholders’ preferential rights, to resolve on new issue of shares of series B.

The authorisation may be utilised for new issues of shares of series B, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to a dilution of not more than 10 per cent of the registered share capital in the Company at the time of the issue resolution. The subscription price shall be determined on market terms and conditions. However, in order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agent that acts as a settlement bank for investors.

Deviation from the shareholders’ preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the Company’s future expansion. If the Board resolves on an issue with deviation from the shareholders’ preferential rights, the rationale shall be that the Board shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the Company’s capital structure. 

The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.

MISCELLANEOUS

Special majority requirement
The resolutions under items 17 and 18 are conditional upon each other. Therefore, it is proposed that the AGM make a single resolution in connection with the abovementioned proposals, in compliance with the majority requirement specified in Chapter 16, Section 8 of the Swedish Companies Act, meaning that the resolution shall be supported by shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.

For a valid resolution in accordance with item 19 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 AGM.

Number of shares and votes
As per the date of this notice, the total number of outstanding shares in the Company is 70,574,895, of which 1,500,000 are shares of series A, that entitle to ten votes per share, and 69,074,895 are shares of series B, that entitle to one vote per share at the AGM. The Company does not hold any treasury shares.

Documentation
The Annual Report, the Board of Directors’ remuneration report and all other documentation for resolutions are available at the Company’s office at BICO Group AB (publ), Långfilsgatan 9, SE-412 77 Gothenburg, Sweden and at the Company´s website, www.bico.com, no later than three weeks before the Annual General Meeting. Moreover, the Nomination Committee’s motivated statement is available at the Company’s above address, as well as at www.bico.com, from the date of this notice. Copies of the documents will be sent to shareholders who so request and who inform the Company of their postal address.

The Board of Directors’ proposal in accordance with items 16 and 19 above are fully formulated in the convening notice.

Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to BICO Group AB (publ), AGM 2023, Långfilsgatan 9, SE-412 77 Gothenburg, Sweden or via e-mail to ir@bico.com.

Processing of personal data
For information about how your personal data is processed, it is referred to the privacy notice available at Euroclear’s webpage: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________________________
Gothenburg in April 2024
BICO Group AB (publ)
The Board of Directors