BICO GROUP AB The shareholders of
INFORMATION RELATED TO COVID-19
NOTIFICATION OF ADVANCE VOTING ETC.
Notification
Shareholders who wish to participate at the AGM shall:
- firstly, be entered in the share register maintained by
Euroclear Sweden AB no later than Friday 16 April 2021 (for nominee-registered shares, also see "Nominee registered shares" below), - secondly, notify the Company of their intention to participate in the AGM by casting their advance vote in accordance with the instructions under "Advance voting" below so that the advance vote is received by the Company no later than on Friday
23 April 2021 .
Information submitted in connection with the notification will be computerised and used exclusively for the AGM. See below for additional information on the processing of personal data.
Nominee-registered shares
Shareholders who have their shares registered in the name of a nominee must temporarily re-register the shares in their own name in the Company's share register with
Advance voting
Shareholders may exercise their voting rights at the AGM only by voting in advance, so-called postal voting pursuant to Section 22 of the Act (2020:198) on temporary exemptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is available on www.cellink.com. The advance voting form is considered as the notification of attendance to the AGM.
The completed voting form must be received by
Further instructions and conditions are included in the form for advance voting.
PROPOSED AGENDA
- Election of a chairman of the meeting
- Election of one or two persons to attest the minutes
- Preparation and approval of the voting list
- Approval of the agenda
- Determination of whether the meeting was duly convened
- Submission of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group
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Resolutions regarding:
- adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- allocation of the company's profits or losses according to the adopted balance sheet,
- discharge from liability for the Board of Directors and the CEO.
- Determination of the number of Board members and auditors and deputy auditors
- Determination of fees for the Board of Directors and auditors
- Election of the Board of Directors and auditor
- Resolution on principles for the appointment of the nomination committee and instructions for the nomination committee
- Submission and approval of the Board's remuneration report
- Resolution to adopt guidelines for remuneration to the executive management
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Resolution to adopt a long-term incentive programme for employees within the
CELLINK group - Resolution to approve the Board's resolution on a directed issue of convertible bonds
- Resolution to authorise the Board of Directors to resolve on new issues
- Resolution to change the articles of association
THE NOMINATION COMMITTEE'S PROPOSAL FOR RESOLUTIONS UNDER ITEMS 1, 8, 9, 10 AND 11
The Nomination Committee, consisting of
Item 1 - Election of a chairman of the meeting
The Nomination Committee proposes that the Chairman of the Board,
Item 8 - Determination of the number of Board members and auditors and deputy auditors
The Nomination Committee proposes that the Board shall consist of six (6) ordinary members without deputies.
The Nomination Committee proposes that a registered accounting firm be appointed as auditor.
The Nomination Committee proposes regarding fees (fees determined at the previous annual general meeting presented in brackets) that:
SEK 475,000 (400,000) shall be paid to the Chairman of the Board;SEK 200,000 (150,000) shall be paid to each of the other Board members;SEK 75,000 (50,000) shall be paid to the Chairman of the Audit Committee;SEK 40,000 (25,000) shall be paid to each of the other members of the Audit Committee;SEK 50,000 (0) shall be paid to the Chairman of the Remuneration Committee; andSEK 25,000 (0) shall be paid to each of the other members of the Remuneration Committee.
Fees and remuneration in accordance with above shall only be paid to a member who is not employed within 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 10 - Election of Board of Directors and auditor
The Nomination Committee proposes that
Further information about the Board members proposed for re-election can be found on the Company's website, www.cellink.com.
The Nomination Committee proposes that, for the period until the end of the next annual general meeting, the registered accounting firm
Item 11 - Resolution on principles for the appointment of the nomination committee and instructions for the nomination committee
The Nomination Committee proposes that the AGM adopt 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 five members, one of whom shall be the Chairman of the Board. The other members shall be appointed by the four largest shareholders based on outstanding votes in the Company per the end of September, on the basis of a list of registered shareholders provided by
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 the Chairman of the Board or any other member of the Board of Directors.
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 the executive management of the Company.
The CEO or another person from the executive 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 members of the Nomination Committee. If more than one Board member is a member of 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 except for reasonable expenses that shall 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, such a request (containing the two relevant names) shall be sent to Chairman of the Nomination Committee or, in the event that it is the Chairman being replaced, to another member of the Nomination Committee. The reception of such request shall mean that the request has been executed.
If the Chairman of the Board, who is also a member of the Nomination Committee, wishes to resign prematurely, a request thereof shall be sent to the Chairman of the Nomination Committee. The reception of such request shall mean that the request has been executed.
If a shareholder who has appointed a member of the Nomination Committee no longer constitutes one of the four largest shareholders, the member appointed by that shareholder shall make his or her seat available. The shareholder who constitutes one of the four largest shareholders accordingly shall be consulted and have the right to appoint a member of the Nomination Committee. However, members of the Nomination Committee shall not be replaced if the changes constitute of marginal changes in the number of votes or if the majority of the Nomination Committee's work due to the forthcoming AGM is deemed to be completed.
The Nomination Committee may, in its sole discretion, resolve to offer available seats in the Nomination Committee to shareholders or to a shareholder representative in order for the Nomination Committee to thereby reflect the ownership of
Changes in the composition of the Nomination Committee shall be made public immediately.
The Nomination Committee's tasks consist of the following:
- to evaluate the composition and the work of the Board of Directors;
- to prepare proposals for the AGM regarding the election of the Board of Directors and the Chairman of the Board;
- to, in collaboration with the Audit Committee, prepare proposal for the AGM regarding election of auditor;
- to prepare proposal for the AGM regarding remuneration to the Board, divided between the Chairman of the Board and other members of the Board and remuneration for committee work, and auditor;
- to prepare proposal regarding the Chairman of the AGM; and
- to prepare, where appropriate, proposals for amendment of the principles for the appointment of future Nomination Committee and the Nomination Committee's instruction.
The principles are available in full on the Company's website, www.cellink.com.
THE BOARD OF DIRECTORS' PROPOSAL FOR A RESOLUTION UNDER ITEMS 2, 3, 7(b), 12, 13, 14, 15, 16 AND 17
Item 2 - Election of one or two persons to approve the minutes
The Board of Directors proposes that
Item 3 - Preparation and approval of voting list
The voting list proposed for approval is the voting list drawn up by the Company, based on the AGM's share register and advance votes received, as verified and recommended by the person approving the minutes of the AGM.
Item 7(b) - 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 AGM's disposal,
Item 12 - Submission and approval of the Board's remuneration report
The Board of Directors proposes that the AGM resolves to approve the remuneration report for the financial year 2020 that has been prepared by the Board of Directors.
Item 13 - Resolution to adopt guidelines for remuneration to the executive management
The Board of Directors proposes that the AGM resolves to adopt the guidelines for remuneration to the executive management in accordance with the information below.
Scope
The executive management of
The 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 2021. 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.
The guidelines' promotion of the company's business strategy, long-term interests and sustainability
In short, the company's business strategy is the following.
For further information about the company's business strategy, see www.cellink.com.
A prerequisite for the successful implementation of the company's business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.
The company has adopted five long term share-based incentive programmes. Such programmes have been resolved by the general meeting and are therefore excluded from these guidelines. For the same reason, the long-term share-related incentive programme proposed by the board of directors and submitted to the annual general meeting 2021 for approval is excluded. The proposed programme essentially corresponds to existing programmes. The programmes include more than 100 employees in the company. The programmes are distinctly linked to the business strategy and thereby to the company's long-term value creation, including its sustainability. The programmes are further conditional upon the participant's own investment and/or employment and a holding period of several years. For more information regarding these incentive programmes, see www.cellink.com.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed cash 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. The fixed cash salary shall be determined with consideration of the concerned individual's responsibilities and experience. The fixed salary shall be reviewed annually.
The satisfaction of criteria for awarding variable cash remuneration shall be possible to measure over a period of one or several years. The variable cash remuneration may amount to not more than 100% percent of the total fixed cash salary under the measurement period for such criteria/of the fixed annual cash salary.
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 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
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 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 31 percent of the fixed annual cash salary.
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 salary.
For executives stationed in another country then 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 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 salary during the period of notice and severance pay may together not exceed an amount equivalent to the fixed cash salary for 12 months for the CEO and/or other executives. The period of notice may not to exceed six months when termination is made by the executive, 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 amount to not more than 60 percent of the fixed cash 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.
Criteria for awarding variable cash remuneration, etc.
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 or promote the executive's long-term development.
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.
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 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 executive management, 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 executive management. 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.
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 proposal for guidelines submitted at the 2021 annual general meeting includes several clarifications, in accordance with applicable law. However, the proposal does not include any significant changes in relation to the company's current guidelines for remuneration.
Item 14 - Resolution to adopt a long-term incentive programme for employees within the
The Board of Directors proposes that the Annual General Meeting resolves to implement a long-term incentive program for employees and consultants in
Co-worker LTIP 2021 is a program under which the participants will be granted, free of charge, options ("Options") subject to four-year vesting. All grants of Options will be sized according to a value-based method, where the theoretical value of the Options is considered. Delivery of shares to participants in connection with exercise of vested Options will be enabled through warrants. It is envisaged that the social security costs relating to the exercise of granted and vested Options will be covered by the cash received from the participants at exercise. In connection with the allocation of Options, the Company will however assess, based on e.g. the residence (and hence social security rate) of the participants, whether there is need for a financial hedge through warrants held by the Company or a subsidiary.
Under Co-worker LTIP 2021 and in addition to the Options, certain employees may, determined in the sole discretion of the Board of Directors, be invited to acquire in total 500,000 warrants ("Warrants"), to be allocated as described below. The price per Warrant upon transfer to the participants shall be established by the Company or by an independent appraiser or auditor firm retained by the Company, and correspond to the market value of the Warrant calculated in accordance with the Black-Scholes valuation model. Furthermore, the terms and conditions applicable for the Options below shall also apply for the Warrants.
As part of the implementation of Co-worker LTIP 2021, a total of not more than 3,000,000 warrants will be issued in accordance with item 14b-c below. The 3,000,000 warrants will cover delivery of shares to participants as well as, if necessary, related social security costs.
14a - Proposal regarding adoption of a long-term incentive program for the Company's employees
The rationale for the proposal
Co-worker LTIP 2021 is intended for the employees and consultants in
The Board of Directors of
Conditions for Options and Warrants
The following conditions shall apply for the Options.
- The Options shall be granted free of charge to the participants.
- The sizing of individual grants will be sized according to a value-based method.
- The Board of Directors shall resolve upon the allocation of Options no later than the day falling one year after the Annual General Meeting (with each respective date of granting being a "Grant Date").
-
Each Option entitles the holder to acquire one B share in
Cellink for a pre-determined exercise price ofSEK 598.50 per share. -
Immediately prior to the publication of Company's interim report for the first quarter of 2025, or if no such report is published,
1 June 2025 , as applicable, and provided that, with some customary exceptions (including retirement and permanent incapacity to work due to illness or accident), the employee still is employed byCellink (or, in the case of consultants, still providing services toCellink ), the Options shall vest (the "Vesting Date") in accordance with the following:-
50 percent if the
Cellink Group's sales per share has amounted to or equatedSEK 50 per share during 2024; and -
50 percent if the EBITDA of the
Cellink group has been positive during each year from and including 2021 up to and including 2024 (the vesting shall decrease with 12.5 percent for each year the EBITDA of theCellink group has not been positive from and including 2021 up to and including 2024).
-
50 percent if the
-
The latest point in time at which vested Options may be exercised shall be the
30 June 2026 . -
The number of Options will be re-calculated in the event that changes occur in
Cellink's equity capital structure, such as a bonus issue, merger, rights issue, share split or reverse share split, reduction of the share capital or similar measures. - The Options are non-transferable and may not be pledged.
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The Options can be granted by the parent company as well as any other company within the
Cellink group.
In addition to the above, the following conditions shall apply for the Warrants.
- The price per Warrant acquired by participants after the first Grant Date shall correspond to the current market value.
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A company within the
Cellink Group shall, in connection with the allocation of the Warrants to the participants in Co-worker LTIP 2021, and with certain exceptions, reserve a pre-emption right regarding the Warrants if the participant's employment or assignment within the group is terminated or if the participant wishes to transfer its Warrants prior to the Warrants being exercisable.
Allocation of Options and Warrants
The Board of Directors shall resolve upon the allocation of Options no later than the day falling one year after the Annual General Meeting. The total number of Options that may be allocated to the participants pursuant to Co-worker LTIP 2021 amounts to not more than 2,500,000 and total number of Warrants that may be allocated to the participants pursuant to Co-worker LTIP 2021 amounts to not more than 500,000.
The right to receive Options shall accrue the Company's employees and consultants. The maximum allocation per category shall be 500,000 Options for group management, 1,000,000 Options for senior management and employees, and 1,000,000 Options for other employees, as applicable.
The Board of Directors shall resolve upon the allocation of Warrants no later than the day falling one year after the Annual General Meeting. The right to receive Warrants shall accrue the Company's employees and consultants. The maximum allocation per category shall be 250,000 Warrants for group management and 250,000 Warrants for senior management and employees, as applicable.
The Company's CEO,
Preparation, administration and the right to amend the terms of the Options
The Board of Directors is responsible for preparing the detailed terms and conditions of Co-worker LTIP 2021, in accordance with the above-mentioned terms and guidelines. To this end, the Board of Directors shall be entitled to make adjustments to meet foreign regulations or market conditions, including resolving on cash or other settlement if deemed favourable for
Preparation of the proposal
Co-worker LTIP 2021 has been initiated by the Board of Directors of
Dilution
The maximum number of shares that may be issued pursuant to an exercise of Options and Warrants in Co- worker LTIP 2021 will comprise of not more than 3,000,000 shares in total, which corresponds to a dilution of approximately 5.3 per cent on a fully diluted basis. Taking into account also the shares which may be issued pursuant to the Company's previously implemented employee option programs, the maximum dilution amounts to approximately 8.9 per cent on a fully diluted basis. The dilution is expected to have a marginal effect on the Company's key performance indicator "Earnings (loss) per share".
Information on
Scope and costs of the program
Co-worker LTIP 2021 will be accounted for in accordance with "IFRS 2 - Share-based payments". IFRS 2 stipulates that the Options shall be expensed as personnel costs over the vesting period. Personnel costs in accordance with IFRS 2 do not affect the Company's cash flow. Social security costs will be expensed in the income statement according to UFR 7 during the vesting period.
Assuming a B share price at the time of allocation of Options of
The total cost of the Co-worker LTIP 2021, including all social security costs, is estimated to amount to approximately
The costs associated with Co-worker LTIP 2021 are expected to have a marginal effect on
Delivery of shares under Co-worker LTIP 2021
In order to ensure the delivery of shares under Co-worker LTIP 2021 and if necessary for hedging of social security costs, the Board of Directors proposes that the Annual General Meeting resolves to issue and use warrants in accordance with item 14b-c below.
14b - Proposal regarding issue of warrants of series 2021/2026.1
In order to ensure the delivery of B-shares under Co-worker LTIP 2021, and if necessary for hedging of social security costs, the Board of Directors proposes that the Annual General Meeting resolves to issue not more than 2,500,000 warrants (which includes warrants for potential hedging of social security costs), whereupon the Company's share capital may be increased by not more than
- The right to subscribe for the 2,500,000 warrants shall, with deviation from the shareholders' pre-emptive rights, only vest with
Cellink Options AB , a wholly owned subsidiary ofCELLINK AB (publ). The reason for the deviation from the shareholders' pre-emptive rights is the implementation of Co-worker LTIP 2021.Cellink Options AB shall be entitled to transfer the warrants to participants or a financial intermediary in connection with exercise. -
The warrants shall be issued free of charge and shall be subscribed for on a subscription list no later than
10 May 2021 , however with a right for the Board of Directors to extend the subscription period. - The exercise price for subscription for B-shares based on the warrants shall correspond to the share's quota value.
- The Company's CEO shall be authorized to make such minor adjustments that may be necessary in connection with the registration of the new issue.
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Notification of Subscription of B-shares by the exercise of Warrants can be made from and including the day of registration of the Warrants with the Swedish Companies' Office until and including
30 June 2026 . - B-shares which are issued following Subscription shall entitle to participation in the distribution of profits for the first time on the nearest record date occurring after the Subscription has been exercised.
14c - Proposal regarding issue of warrants of series 2021/2026.2
In order to ensure the delivery of B-shares under Co-worker LTIP 2021, and if necessary for hedging of social security costs, the Board of Directors proposes that the Annual General Meeting resolves to issue not more than 500,000 warrants (which includes warrants for potential hedging of social security costs), whereupon the Company's share capital may be increased by not more than
- The right to subscribe for the 500,000 warrants shall, with deviation from the shareholders' pre-emptive rights, only vest with
Cellink Options AB , a wholly owned subsidiary ofCELLINK AB (publ). The reason for the deviation from the shareholders' pre-emptive rights is the implementation of Co-worker LTIP 2021.Cellink Options AB shall be entitled to transfer the warrants to participants. -
The warrants shall be issued free of charge and shall be subscribed for on a subscription list no later than
10 May 2021 , however with a right for the Board of Directors to extend the subscription period. -
The exercise price for subscription for B-shares based on the warrants shall correspond to
SEK 598.50 . The amount of the subscription price exceeding the quota value of the shares shall be contributed to the free share premium reserve. - The Company's CEO shall be authorised to make such minor adjustments that may be necessary in connection with the registration of the new issues.
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Notification of Subscription of B-shares by the exercise of Warrants can be made from and including the day of registration of the Warrants with the Swedish Companies' Office until and including
30 June 2026 . - B-shares which are issued following Subscription shall entitle to participation in the distribution of profits for the first time on the nearest record date occurring after the Subscription has been exercised.
Item 15 - Resolution to approve the Board's resolution on a directed issue of convertible bonds
The Board of Directors proposes that the AGM resolves to approve the Board's resolution that
- The terms and conditions applicable to the convertible bonds are those set out in this resolution and as further set out in the Terms and Conditions. The Terms and Conditions have been drafted and executed in English and thereafter translated into Swedish only for the purpose to procure for the registration with the Swedish Companies Registration Office. In case of any discrepancies between the Swedish language version and the English language version, the English language version shall prevail.
- The subscription price shall correspond to the principal amount of the convertible bonds.
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Joint Lead Managers and each third party appointed by a Joint Lead Manager by agreement with
CELLINK AB (publ) shall, with deviation from the shareholders' preferential right, be entitled to subscribe for the convertible bonds. Subscription for the convertible bonds shall be made on a separate subscription list. -
The subscription for the convertible bonds shall be made not later than
19 March 2021 and payment for the convertible bonds shall be made in cash not later than19 March 2021 . However, the Board of Directors shall be entitled to extend the subscription period as well as the time for payment. -
The convertible bonds shall bear interest on their outstanding principal amount, with an initial interest rate of 2.875 per cent per annum. The interest rate will be recalculated in certain intervals. The complete provisions regarding interest are set out in the Terms and Conditions.
Cellink may elect, in its sole and absolute discretion, to cancel any payment of interest in whole or in part at any time that it deems necessary or desirable. -
The convertible bonds have final maturity on
19 March 2026 .Cellink may, under certain conditions, redeem all (but not some only), of the convertible bonds then outstanding on9 April 2024 or at any time thereafter. Redemption may also be called upon under certain circumstances as set out in the Terms and Conditions. Redemption requires approval from the relevant regulator. -
In the event of the voluntary or involuntary liquidation (Sw. likvidation) of
Cellink or bankruptcy (Sw. konkurs) ofCellink , the right to receive payments under the convertible bonds will be equated with all other unprioritsed debts of the Company. -
If certain pre-determined circumstances occur at any time on or after the Issue Date, and in accordance with the conditions set out in the Terms and Conditions, then the convertible bonds will be converted automatically (and without any requirement for the consent or approval of the holders) into Class B-shares. The convertible bonds are not at any time convertible into Class B-shares at the option of the holders or
Cellink . -
The Conversion Price, as defined in the Terms and Conditions, shall amount to
SEK 598.50 per Class B-share. The Conversion Price may be subject to adjustment in certain circumstances as set out in the Terms and Conditions. -
Upon conversion of all convertible bonds (based on the entire convertible loan having been subscribed for),
Cellink's share capital will increase with an amount of not more thanSEK 62,656,625 and the number of Class B-shares will be increased by not more than 2,506,265. The amount that exceeds the quota value shall be transferred to the unrestricted share premium reserve. - The Class B-shares issued upon conversion will carry a right to dividends, distributions or payments and other rights having a record date or other due date for the establishment or entitlement for which falls on or after the date of registration of the shares in the relevant share accounts maintained with the share registrar following registration of the shares with the Swedish Companies Registration Office.
- The CEO, or whoever the CEO may appoint, is authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration of the issue.
The purpose of the capital increase is to ensure the most time and cost-effective financing of the company's growth agenda, finance the acquisition of
The subscription price and the interest rate have been determined by way of an accelerated book building procedure with the purpose to establish the market terms for the convertible bonds.
The Board of Directors' report and the auditor's statement pursuant to Chapter 15, Section 8 of the Swedish Companies Act have been issued and, together with the other documents required pursuant to the Swedish Companies Act, held available at the
Item 16 - Resolution to authorise the Board of Directors to resolve on new issues
The board of directors proposes that the extraordinary general meeting resolves to authorise the Board of Directors, for the period until the end of the next annual general meeting, at one or several occasions and with or without deviation from the shareholders' preferential rights, to resolve on a 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 chare capital in the company at the time of the issue resolution. In addition, in connection with acquisition of businesses, companies or rights, the Board shall be able to resolve on issues in kind or through set-off corresponding to a further maximum 10 per cent of the registered share capital in the company at the time of the issue resolution. Thus, the total authorisation, corresponding to a maximum of 20 per cent, requires that at least 10 per cent be used for issues in kind or through set-off made in connection with the acquisition of businesses, companies or rights. The subscription price shall be determined on market terms and conditions.
Deviations from shareholders' preferential rights should only be possible in connection with acquisitions of operations, companies, participations in companies and other rights associated therewith or for the company's continued expansion. If the Board of Directors resolves on an issue with deviation from the shareholders' preferential rights, the rationale should be that the Board quickly and efficiently may issue shares in the company to be utilised as 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.
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.
Item 17 - Resolution to change the articles of association
The Board of Directors proposes that the annual general meeting resolves to change the articles of association, primarily in accordance with the table below.
| Item | Current wording | Proposed wording |
| New article §13 Collection of proxies and postal votes | - | The Board of Directors may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Companies Act (2005:551).The Board of Directors may decide, ahead of a General Meeting, that shareholders should be able to exercise their voting rights by post prior to the General Meeting. |
MISCELLANEOUS
Majority requirements
The resolutions under items 14a, 14b and 14c below 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 15, 16 and 17 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 56,293,222, of which 1,500,000 are shares of series A, that entitle to ten votes per share, and 54,793,222 shares of series B, that entitle to one vote per share at the AGM. As of the date of this notice the Company holds no treasury shares.
Access to documents etc.
The annual report, auditor's report and complete proposals for resolutions in accordance with item 12, 14 and 15 will, no later than three weeks before the AGM, be kept available on the Company's website, www.cellink.com, at the Company's premises with address
Proposals for decisions pursuant to item 13, 16 and 17 above are fully formulated in the convening notice.
The Nomination Committee's complete proposals and reasoned statement as well as information regarding proposed Board members is available on the Company's website stated above.
Information at the AGM
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the AGM on matters that may affect the assessment of an item on the agenda and of circumstances that may affect the assessment of the Company's or subsidiaries' financial situation or the Company's relation to other companies within the group. A request for such information shall be sent in writing to
Processing of personal data
For information on how your personal data is processed, it is referred to the privacy notice available at
_____________________________
The Board of Directors
For more information, please contact:
Phone (US): +1 (857) 332 2138
Phone (
Email: gd@cellink.com
Phone: +46 708-30 08 90
Email: il@cellink.com
The information was submitted for publication, through the agency of the contact persons set out above, on
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