BPC Instruments

Right to participate

Shareholders that wish to participate in the AGM shall be registered in the share register maintained by Euroclear Sweden AB no later than on 20 May 2025 and shall have notified the company of their intention to participate at the AGM no later than on 22 May 2025. Notice to participate shall be given in writing by e-mail to bpcinstruments@fredersen.se or by post to BPC Instruments, c/o Fredersen Advokatbyrå, Birger Jarlsgatan 8, 114 34 Stockholm. The notice shall contain the shareholder’s name, personal identity number or registration number, e-mail address, telephone number and, where applicable, the number of advisors (maximum two).

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be effected no later than on 22 May 2025 and shareholders must, therefore, instruct their nominees well in advance thereof.

Proxy

If a shareholder wishes to be represented by proxy, a power of attorney shall be issued to the proxy. The power of attorney is to be in writing, dated and duly signed by the shareholder. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be included with the notification. Please provide the power of attorney in original as well as certificate of incorporation and other documents of authority to the company to the address mentioned above well in advance before the AGM. Power of attorney forms are available at the company and on the company’s website, www.bpcinstruments.com, and will be sent upon request to any shareholder who states their postal address.

Hybrid event - where everyone needs to login

The AGM will be held in both physical and digital format. It is possible to participate both on site in Lund and via a digital platform. Digital participation will take place through the Legimeet tool, which requires no installation and works on all devices.

This hybrid setup means that all participants, even those who are on site in Lund, will need to log in to the digital platform. You need to be logged in to be able to vote at the AGM. This means that all participants on site in Lund should to bring a smartphone, tablet, or laptop.

Before the AGM registered shareholders will receive a link sent to the email address provided by the shareholder to identify themselves and join the AGM via Legimeet. More detailed information on how digital participation works, including how the voting procedure will work, will be provided to registered shareholders in connection with the link for participation being sent out. In order to participate in the AGM digitally, the participant must ensure that he or she has access to an updated web browser and internet connection throughout the AGM.

Proposal of agenda

1. Opening of the meeting
2. Election of Chairman of the Meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Election of one or two persons to attest the minutes
6. Determination as to whether the meeting has been duly convened
7. Statement by the CEO
8. Presentation of the annual report and the auditor’s report
9. Resolution on
   1. adoption of the profit or loss account and the balance sheet
   2. allocation of the company’s profit according to the adopted balance sheet
   3. discharge from liability for the Board members and the CEO
10. Resolution as to the number of Board members and auditors
11. Resolution on the remuneration to the Board of Directors and auditor
12. Election of Board members
    1. Gustaf Olsson (re-election)
    2. Jing Liu (re-election)
    3. Kristofer Cook (re-election)
    4. Anita Sindberg (re-election)
13. Election of Chairman of the Board

Gustaf Olsson (re-election)

14. Election of auditor
15. Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles
16. Closing of the meeting

Proposals

The shareholder’s proposals (item 2 and 10-14)

The shareholders Jing Liu, Gustaf Olsson and Kristofer Cook representing approximately 66.55 percent of the shares and votes in the company proposes the AGM to resolve:

that Gustaf Olsson is elected Chairman of the AGM,

that the Board of Directors shall consist of four Board members and no deputy Board members,

that one registered audit firm with no deputy auditors is elected as auditor of the company,

that remuneration to the Board shall be SEK 60,000 (excluding social fees) to the Board member Anita Sindberg and that no remuneration shall be paid to the other Board members,

that remuneration to the auditor shall be in accordance with approved invoicing,

that Gustaf Olsson, Jing Liu, Kristofer Cook and Anita Sindberg are re-elected as Board members for the period until the end of the next AGM,

that Gustaf Olsson is re-elected as Chairman of the Board, and

that Öhrlings PricewaterhouseCoopers AB is re-elected as audit firm. (Öhrlings PricewaterhouseCoopers AB has informed that the authorized auditor Ola Bjärehäll shall be appointed principal auditor, if the AGM resolves in accordance with the proposal).

The Board’s proposals

Allocation of the company’s profit or loss (item 9.b))

The Board of Directors proposes that no dividend for the financial year 2024 is to be paid.

Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles (item 15)

The Board of Directors proposes that the AGM authorizes the Board of Directors to, on one or several occasions during the period up to the next AGM, resolve on a new issue of shares, warrants or convertibles with or without pre-emption rights for the shareholders. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or, in the event of an issue of warrants or convertibles, any additional shares after exercise of any warrant or conversion, pursuant to the authorization in this paragraph, shall be limited to 20 percent of the number of outstanding shares in the company as per the day of this notice. 

The purpose of the proposed authorization is to increase the company’s financial flexibility and the Board of Directors’ room for action. Should the Board of Directors resolve on a share issue with deviation from the shareholders’ pre-emption rights, the reason for this shall be to broaden the ownership structure, procure working capital, increase the liquidity of the share or acquire businesses, or enable the acquiring of capital for acquisitions.

Majority requirements

Resolution in accordance with item 15 above requires approval of at least two thirds (2/3) of the shares represented and votes cast at the AGM.

Further information

As per the date of the issue of this notice, the total number of shares and votes in the company are 11,104,300. The company does not hold any own shares. 

The annual report, audit report, proxy forms, as well as complete underlying documentation will be made available by the company and at the company’s website at least three weeks before the AGM. The documents will be sent to shareholders who request it and who provide their postal address.

The shareholders are reminded of their right of information according to Chapter 7 Section 32 of the Swedish Companies Act. The company has its registered office in Lund.

Processing of personal data

For information on how your personal data is processed, see: 

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

Lund, April 2025

BPC Instruments AB (publ)

The Board of Directors

For more information, please contact:

Dr. Jing Liu, CEO

BPC Instruments AB

Tel: +46 (0) 46 16 39 51

E-mail: ir@bpcinstruments.com

About BPC Instruments AB

BPC Instruments is a global Swedish-based pioneering technology company developing and offering analytical instruments enabling more efficient, reliable, and higher quality research and analysis for industries in renewable bioenergy and environmental biotechnology. The result is not only higher accuracy and precision, but also a significant reduction in time consumption and labor requirement for performing analysis. BPC Instruments' innovative products offer high-quality hardware and software based on deep knowledge and experience of target applications. The solutions are the first of their kind, making the company a pioneer in its field. Today, BPC Instruments exports to nearly 80 countries around the world. BPC is listed on the Spotlight Stock Market in Sweden. For more information, please visit BPC's webpage: www.bpcinstruments.com