The shareholders in
Notice
Shareholders wishing to participate at the meeting must both be entered in the shareholders’ register, kept by
Notification shall include full name, personal identification number or corporate registration number, address and daytime telephone number and, where appropriate, information about representative, proxy and assistants. The number of assistants may not be more than two. In order to facilitate entry to the meeting, notification should, where appropriate, be accompanied by powers of attorney, registration certificates and other documents of authority.
For information on how your personal data is processed in connection with the meeting, please see the integrity policy on Euroclear Sweden AB’s website, www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. The power of attorney may not be older than one year unless a longer period of validity is explicly stated, but no longer than five years. If issued by a legal entity, the power of attorney shall be accompanied by a registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the Company’s website www.freemelt.com. The original version of the power of attorney shall also be presented at the meeting.
Proposed agenda
- Opening of the meeting and election of chairman at the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons who shall approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Resolution regarding approval of the board of directors’ resolution on a new issue of shares with preferential rights for the shareholders
- The board of directors’ proposal on a directed issue of warrants, series 2024/2028
- Closing of the meeting
Proposed resolutions
Item 1. Election of chairman at the meeting
Item 6. Resolution regarding approval of the board of directors’ resolution on a new issue of shares with preferential rights for the shareholders
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution on a new issue of shares with preferential rights for the shareholders as set forth below.
Number of shares and share capital increase
The Company’s share capital may be increased by no more than
Right to subscribe for shares
Those who on the record date,
Subscription may also take place without subscription rights. In the event that all shares in the rights issue are not subscribed for with subscription rights, the board of directors will resolve on allotment of new shares subscribed for without subscription rights as follows:
- firstly, to those who have subscribed for new shares through exercise of subscription rights, irrespective of whether the subscriber was a shareholder on the record date or not, and, in the event of oversubscription, in relation to the number of subscription rights exercised for subscription and, to the extent that this cannot be done, by drawing lots;
- secondly, to others who have subscribed for shares without subscription rights and, in the event of oversubscription, in relation to the number of new shares for which each person has applied for subscription and, to the extent this cannot be done, by drawing lots; and
- thirdly, allotment of the remaining shares shall be made to the investors who have provided guarantee undertakings in relation to each guarantor's guarantee amount.
Subscription price
The new shares are issued at a subscription price of
Subscription and payment
Subscription of shares, with or without exercise of subscription rights, is to take place from
Subscription through exercise of subscription rights shall be made by cash payment to an account designated by the Company during the period from
Subscription of shares without subscription rights shall be made on a special application list. Payment for shares subscribed for without exercise of subscription rights is to be made in accordance with instructions on the sent-out settlement note.
The board of directors shall have the right to prolong the period for subscription and payment.
Right to dividends for new shares
The new shares shall entitle to dividends as from the first time on the record date for dividend occurring after the shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by
Miscellaneous
The chairman of the board of directors, the CEO, or anyone appointed by the board of directors shall have the right to make any minor adjustments required to register the resolution.
The resolution is valid only subject to subsequent approval of the general meeting by support of shareholders representing more than half of the votes cast.
Item 7. The board of directors’ proposal on a directed issue of warrants, series 2024/2028
The board of directors proposes that the extraordinary general meeting resolves on a directed issue of warrants with the right to subscribe for new shares in the company. The issue shall be made with deviation from the shareholders' preferential rights on the following terms and conditions:
- The Company shall issue a maximum of 2,000,000 warrants entitling the holder to subscribe for 2,000,000 new shares. Oversubscription is not possible.
- The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to employees of the company or the group, who shall be offered to subscribe for warrants on a separate subscription list.
- The warrants shall be issued at a price corresponding to a calculated market value for the warrants (warrant premium) using the Black-Scholes model adjusted for barrier. The valuation of the options shall be carried out by an independent appraiser or auditing firm. A preliminary calculation based on a subscription price of
SEK 6.65 per share at the time of exercise of the warrants gives the value of the option toSEK 1.46 . The following values of the parameters included in the calculation model have been used:
Risk-free interest rate: 2,527 %
Volatility: 43,8 %
Liquidity discount due to unlisted option: 15,0 %
Dividend payout ratio of future profit: 0,0 %
Market value of the share:
- The warrants shall be subscribed for during the period commencing on
3 June 2024 up to and including17 June 2024 on a separate subscription list. The board of directors shall have the right to extend the subscription period, however, not beyond1 August 2024 . - Payment of the warrant premium for the warrants shall be made within two weeks from the date of subscription. The Board of Directors shall have the right to extend the time for payment.
- The increase of the company's share capital may, upon full exercise of the warrants, amount to a maximum of
SEK 100,000 , subject to the increase that may be caused by recalculation that may be made as a result of issues etc. - Payment for shares upon exercise of warrants shall be made in cash at a subscription price corresponding to 100 per cent of the average of the volume-weighted price paid for each trading day according to First North Stockholm's official price list for shares in the Company during the period of 10 trading days up to and including
31 May 2024 . The subscription price thus determined shall be rounded to the nearest full ten öre, whereby 5 öre shall be rounded down. - Each warrant shall entitle the holder to, during the period
1 March 2028 up to and including1 June 2028 , subscribe for one new share against cash payment. However, the warrants may be exercised at any earlier point in time as a result of a merger, compulsory redemption of shares, liquidation, etc. - Each warrant is subject to a barrier. The barrier for the warrants is
SEK 15 . The barrier condition is only fulfilled when the average volume-weighted price paid according to the official price list for shares in the Company measured during the period of 10 trading days immediately preceding the day that occurs at any time during the share subscription period is equal to or higher than the barrier. - Shares issued after exercise of warrants entitle to dividends for the first time on the record date for dividends that occurs after the new shares have been registered with the Swedish Companies Registration Office and entered in the share register kept by
Euroclear . - In connection with subscription of warrants, the Company shall reserve the right to repurchase warrants if the participant's employment is terminated or if the participant wishes to transfer the warrants.
- The share premium upon subscription of shares through the exercise of warrants shall be added to the unrestricted share premium reserve.
- The complete terms and conditions of the program are set out in Appendix A to the board of directors’ proposal.
Allocation of warrants
The offer to purchase options shall be made in lots of not more than
• CEO offered a maximum of 15 positions
• The CFO is offered a maximum of 5 positions
Reasons for deviation from the shareholders' preferential rights
The reason for deviating from the shareholders' preferential rights is a wish to have an option program introduced suitable for allotment to key employees in the company, whereby they can be offered the opportunity to take part in an increase in the value of the Company's share. This is expected to lead to a strengthening of interest in the company's development – as well as the company's share price development – and to a stimulus for continued company loyalty in the coming years.
Dilution
In the event that all warrants are exercised, the number of shares will increase by 2,000,000, which corresponds to a dilution of a maximum of approximately 4.0 percent of the shares and votes based on the Company's current number of shares and 2.8 percent under the assumption that the ongoing rights issue is fully subscribed.
Other outstanding share-based incentive programs
There are currently five outstanding incentive programs in the company that together entitle the holders up to 4,210,999 shares. The incentive programs consist of two outstanding warrant programs in
The expected dilution, taking into account all previous outstanding option programs, including the above proposed option programs, is 11.5 percent and 8.3 percent, assuming that the ongoing rights issue is fully subscribed.
Costs
As the warrants are issued at market value, it is the company's assessment that no salary costs or social security contributions will arise for the company as a result of the warrant program. The total costs, including other costs in the form of fees to external advisors and costs for administration of the program, are estimated to amount to approximately
Preparation of the proposal
The proposal for an incentive program has been prepared by the Board of Directors in cooperation with external expertise.
Special authorization
The board of directors, or a person appointed by the board of directors, shall have the right to make such minor adjustments to the above-mentioned proposal that may be required in connection with the registration of the above resolution with the Swedish Companies Registration Office and, where applicable,
Majority Requirement
The resolution is covered by Chapter 16 of the Swedish Companies Act and requires the support of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting.
Number of shares and votes in the Company
The total number of shares and votes in the Company at the time of issuance of this notice is 47,600,000. The Company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the Company, provide information regarding circumstances which may affect the assessment of a matter on the agenda.
Documentation
Documents to be dealt with at the general meeting will be kept available at the Company’s office and will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available on the Company’s website www.freemelt.com. All the above-mentioned documents will also be presented at the meeting.
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Mölndal,
The board of directors
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