Published: 2026-04-23 08:30
Notice of Annual General Meeting in BPC Instruments AB (publ)
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 18 May 2026 and shall have notified the Company of their intention to participate at the AGM no later than on 20 May 2026. 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, Neptunigatan 82, 211 18 Malmö. The notice shall contain the shareholder’s name, personal identity number or registration number, address, telephone number and, where applicable, the number of advisors (maximum two).
Nominee-registered shares
To be entitled to participate in the AGM, a shareholder whose shares are nominee-registered must, through the nominee’s assistance, register the shares in their own name so that the shareholder is entered in the share register as of the record date 18 May 2026. Such registration may be temporary (so-called voting rights registration) and is requested from the nominee in accordance with the nominee’s procedures and within such time in advance as determined by the nominee. Voting rights registration completed by the nominee no later than 20 May 2026 will be taken into account when preparing the share register.
Proxy
If a shareholder intends to be represented by a proxy, a power of attorney must be issued to the proxy. The power of attorney shall be in writing, dated, and duly signed by the shareholder. A person representing a shareholder that is a legal entity must present a certificate of incorporation or other authorization documents demonstrating the authorized signatory for the shareholder. To facilitate registration at the AGM, the original power of attorney, as well as the certificate of incorporation and other authorization documents, should be sent to the Company at the above address well in advance of the meeting. If the power of attorney and other authorization documents have not been submitted in advance, they must be presented at the meeting. A power of attorney form is available from the Company and on www.bpcinstruments.com, and will be provided to shareholders upon request.
Proposed agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
- Determination as to whether the meeting has been duly convened
- Statement by the CEO
- Presentation of the annual report and the auditor’s report
- Resolution on
- adoption of the income statement and the balance sheet
- allocation of the company’s profit or loss according to the adopted balance sheet
- discharge from liability for the members of the Board of Directors and the CEO
- Resolution on the number of Board members and auditors
- Resolution on the remuneration to the Board of Directors and auditor
- Election of Board members
12.1 Gustaf Olsson (re-election)
12.2 Jing Liu (re-election)
12.3 Kristofer Cook (re-election)
12.4 Johan Hallberg (new election)
- Election of Chairman of the Board
13.1 Gustaf Olsson (re-election) - Election of auditor
- Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles
- Closing of the meeting
Proposed resolutions
The shareholders’ 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 80,000 (excluding social fees) to the Board member Johan Hallberg 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 and Kristofer Cook are re-elected and that Johan Hallberg is elected as Board members for the period until the end of the next AGM. Anita Sindberg has declined re-election,
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 will continue as principal auditor if the AGM resolves in accordance with the proposal).
Johan Hallberg, born 1964, is R&D Director at Axis Communications. He has a long background in engineering and technology leadership, with experience from companies including Ljungmans Industrier / Dover Fueling Solutions, Ericsson, ST-Ericsson, He has also previously served as a Board Member at NFO Drives. Johan Hallberg currently does not hold any board positions. Johan Hallberg holds an M.Sc. in Electrical Engineering from Lund University and has complemented his technical background with further studies in business administration, valuation, company finance analysis, management, and corporate governance.
The Board’s proposals
Resolution on allocation of the company’s profit or loss according to the adopted balance sheet (item 9.b))
The Board of Directors proposes that no dividend be paid for the financial year 2025.
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 and auditor’s report, the proxy form, complete proposals for resolutions, and other documents to be made available pursuant to the Swedish Companies Act, will be available at the company and on the company’s website no later than three weeks prior to the AGM. The documents will be sent upon request to shareholders who provide their postal address.
The shareholders are reminded of their right to request information pursuant 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 2026
BPC Instruments AB (publ)
The Board of Directors
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
For more information, please contact:
Dr. Jing Liu, CEO
BPC Instruments AB (publ)
Tel: +46 (0) 46 16 39 51
E-mail: ir@bpcinstruments.com
About BPC Instruments AB (publ)
BPC Instruments is a Swedish technology company developing analytical instruments for renewable bioenergy and environmental biotechnology, including biogas and biodegradability testing. The systems enable advanced testing with higher accuracy and consistency, while reducing the time and manual work required. The portfolio combines high-quality hardware and software with deep application knowledge built over more than 20 years. Today, BPC exports to more than 90 countries and is listed on the Spotlight Stock Market in Sweden. For more information, please visit: www.bpcinstruments.com