Shareholders can participate in the Annual General Meeting by attending the venue in person or by
postal voting.
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
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.vimian.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 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 1 June 2023.
Participation by postal voting
A shareholder who wishes to participate in the Annual General Meeting by postal voting must (i) be recorded as a shareholder in the share register maintained by
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 postal vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used when postal voting. The postal voting form is available on the company’s website www.vimian.com. A completed and signed form may be submitted by post to ”Årsstämma”, c/o
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the postal voting form. A proxy form is available on the company’s website www.vimian.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 postal vote is still valid except to the extent the shareholder participates in a voting procedure at the General Meeting or otherwise withdraws its casted postal vote. If the shareholder chooses to participate in a voting at the General Meeting, the vote cast will replace the postal 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
Proposed agenda
- Opening of the Annual General Meeting.
- Election of chairperson of the Annual General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons who shall approve the minutes.
- Determination of whether the Annual General Meeting has been duly convened.
- Presentation by the CEO.
- Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements.
- Resolution regarding:
- Adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
- Allocation of the company’s profit or loss pursuant to the adopted balance sheet; and
- Discharge from liability of the board members and the CEO.
- Determination of the number of board members and auditors as well as deputy auditors.
- Determination of the fees to the Board of Directors and the auditors.
- Election of board members:
Gabriel Fitzgerald (re-election);Mikael Dolsten (re-election);Frida Westerberg (re-election);- Martin Erleman (re-election);
Theodor Bonnier (re-election);Petra Rumpf (re-election); andRobert Belkic (new election).- Chairman of the Board of Directors:
Gabriel Fitzgerald (re-election).
- Election of the auditor.
- Proposal regarding authorisation for the Board of Directors to resolve on new share issues.
- Proposal regarding a new incentive program in the form of warrants and employee stock options:
- Proposal regarding the adoption of LTI 2023;
- Proposal regarding issue and transfer of warrants to participants at a price corresponding to the market value; and
- Proposal regarding issue and transfer of warrants to secure delivery of shares pursuant to the terms and conditions of the employee stock options.
- Closing of the Annual General Meeting.
Proposed resolutions
Proposal regarding election of chairperson of the Annual General Meeting (item 2)
The nomination committee proposes that Linnéa Sellström, member of the
Proposal regarding resolution regarding allocation of the company’s profit or loss according to the approved balance sheet (item 9 b)
The Board of Directors proposes that no dividend shall be paid for the financial year 2022.
Proposal regarding the number of board members and auditors as well as deputy auditors (item 10)
The nomination committee proposes that the number of board members elected by the Annual General Meeting shall be seven, equivalent to a net addition of one board member, without deputies.
The number of auditors is proposed to be one, without deputies.
Proposal regarding the fees to the Board of Directors and the auditors (item 11)
The nomination committee proposes that the fees to the Board of Directors amount to
The fees to the auditor is proposed to be paid in accordance with approved statement of costs.
Proposal regarding the election of the board members and chairman of the Board of Directors (item 12)
The nomination committee proposes re-election of
Furthermore,
Information about the persons proposed by the nomination committee to be re-elected as board members is set forth in the company’s annual report as well as on the company’s website, www.vimian.com. Information concerning the proposed new board member
Information concerning the proposed new board member
Born: 1970
Education: Bachelor of Science in Business Administration and Economics, with advanced studies in Economics and Statistics, from
Principal work experience: Chief Financial Officer and Executive Vice President at
Other current board assignments: Board member of
Shareholding in the company: 0 ordinary shares, 0 C shares.
Independent of:
The company and executive management: Yes.
Major shareholders: Yes.
Proposal regarding the election of auditor (item 13)
The nomination committee proposes that
Proposal regarding authorisation for the Board of Directors to resolve on new share issues (item 14)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders, resolve on the issue of new shares, comprising a total of not more than 20 per cent of the total number of outstanding shares in the company after the utilization of the authorisation. Such share issue resolution may be made with or without provisions for contribution in kind, set-off or other conditions.
The purpose of the authorisation is to increase the financial flexibility of the company and the general scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason therefore must be to strengthen the financial position of the company in a time and cost-effective manner or in accordance with a purchase agreement, or, alternatively, to procure capital for such acquisition. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.
Proposal regarding a new incentive program in the form of warrants and employee stock options (item 15)
The Board of Directors proposes that the Annual General Meeting resolves in accordance with the Board of Directors’ proposal to adopt a long-term incentive program for employees and consultants within
Proposal regarding the adoption of LTI 2023 (item 15(a))
The purpose of LTI 2023
The purpose of LTI 2023 is to enable to provide remuneration tied to Vimian’s s long term value creation to current and future key individuals, employees and consultants in
By offering options based on the share price development, participants are rewarded for increased shareholder value. LTI 2023 also rewards co-workers’ continued loyalty and thus the long-term growth of the company.
Based on a review of employees’ tax situations in different jurisdictions, the Board of Directors considers that an employee stock option component for participants not resident in
The program in brief
LTI 2023 comprises a combination of warrants and employee stock options and shall be offered to co-workers within
The warrants and the employee stock options shall have the same exercise price for obtaining of shares and shall be able to be exercised after approximately three years, after which the holder is entitled to exercise the options to subscribe for shares during the period from
The Board of Directors therefore proposes that the Annual General Meeting resolves on the issue and transfer of not more than 4,300,000 warrants, of which not more than 4,202,397 warrants may be transferred to participants at a price corresponding to the market value and not more than 97,603 warrants may be transferred in order to secure delivery of shares upon exercise of the employee stock options. The issued warrants may, with deviation from the shareholders’ preferential rights, be subscribed free of charge by
Below is a description of the terms and conditions for the warrants and the employee stock options, respectively.
Warrants
The issued warrants may, with deviation from the shareholders’ preferential rights, be subscribed for free of charge by
The warrants can be exercised for subscription of shares during the period from
Employee stock options
The company will allot employee stock options to employees not resident in
- The employee stock options will be allotted free of charge.
- Allotment requires that an acquisition of employee stock options can take place legally and that, according to the Board of Directors’ assessment, it can be carried out with reasonable administrative and financial efforts. The last day for allotment of employee stock options shall be
31 December 2023 . - Each employee stock option that is transferred entitles the holder to acquire one (1) ordinary share in
Vimian provided that the participant, with certain exceptions, is still employed within the group until the employee stock options can be exercised in accordance with its terms, at an exercise price corresponding to 120 per cent of the volume-weighted average price for the company’s share during the time period of five trading days immediately prior to the transfer of the employee stock options, rounded to the nearest fullten cents (Sw. öre) wherebyfive cents shall be rounded up. However, the subscription price shall not be less than the share’s quota value (the intention is that the exercise price shall correspond to the exercise price for the warrants acquired at the same time, as applicable, in accordance with what is set out above). - The employee stock options are vested over a period of approximately three years from the time when allotment to the participants has taken place and may be exercised by the holder to subscribe for shares during the period from
15 June 2026 up to and including15 July 2026 . - The employee stock options shall not constitute securities and may not be transferred or pledged.
Recalculation due to split, consolidation, new share issue, etc.
The exercise price and the number of shares that each warrant and employee stock option, respectively, entitles to subscription for shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with market practice.
Design and administration
The Board of Directors, or a special committee set up by the board, shall be responsible for preparing the detailed design and administration of the terms and conditions of the LTI 2023, in accordance with the presented terms and guidelines including provisions on recalculation in the event of a split, consolidation, new share issue and paid dividends etc. in accordance with market practice. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the
Allocation of warrants and employee stock options
The right to receive warrants shall accrue to co-workers who have entered into a pre-emption agreement with
The right to be allotted warrants and employee stock options shall vest in the following categories of employees:
Category | Maximum number of persons within the category | Maximum number of warrants and employee stock options (ratio 20:1) per person within the category | Maximum number of warrants and employee stock options (ratio 20:1) within the category |
Category 1 (CEO, not resident in | 1 | 81,905 4,095 | 81,905 4,095 |
Category 2a (senior executives, resident in | 6 | 95,555 n/a | 573,333 n/a |
Category 2b (senior executives, not resident in | 3 | 91,005 4,550 | 273,016 13,651 |
Category 3a (other participants, resident in | 70 | 23,958 n/a | 1,677,000 n/a |
Category 3b (other participants, not resident in | 70 | 22,816 1,141 | 1,597,143 79,857 |
The maximum number of options that can be acquired per person in accordance with the table above constitutes a cap per person and the number of options that each participant can acquire is limited both by the total maximum number of options that can be acquired in each category and the maximum number of options that can be acquired per participant in in the relevant category.
Impact on key figures and costs for the company etc.
The transfer of the warrants shall be made at a price corresponding to the market value of the warrants at the time of the offer, which entails that no social security contributions shall arise for the group in connection with the transfer of the warrants. The market value of the warrants amounts to, according to a preliminary valuation made based on a market value on the underlying share of
Costs related to the employee stock options are estimated to amount to approximately
LTI 2023 is expected to have a marginal impact on the company’s key ratios.
Dilution
Based on the number of shares in
Delivery of warrants and shares pursuant to LTI 2023
In order to ensure delivery of warrants and shares in accordance with LTI 2023, the Board of Directors proposes that the Annual General Meeting resolves on the issue and exercise of warrants in accordance with items 15(b) and 15(c) below.
Preparation of the proposal
The principles of LTI 2023 have been prepared by the Board of Directors of the company. The proposal has been prepared with the assistance of external advisors and after consultation with larger shareholders.
Other share-related incentive programs etc.
At the time of the notice for the General Meeting,
Proposal regarding issue and transfer of warrants to participants at a price corresponding to the market value (item 15(b))
The Board of Directors proposes that the company shall issue not more than 4,202,397 warrants for subscription of shares, entailing an increase of the share capital, at full exercise, of not more than
The right to subscribe for warrants shall only vest with
The Board of Directors, or the person appointed by the Board of Directors, is proposed to be authorised to make minor adjustments to the resolution mentioned above, as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw. Bolagsverket).
Proposal regarding issue and transfer of warrants to secure delivery of shares pursuant to the terms and conditions of the employee stock options (item 15(c))
The Board of Directors proposes that the company shall issue not more than 97,603 warrants to secure the delivery of shares pursuant to the terms and conditions of the employee stock options, entailing an increase of the share capital, at full exercise, of not more than
The right to subscribe for warrants shall only vest with
The Board of Directors, or the person appointed by the Board of Directors, is proposed to be authorised to make minor adjustments to the resolution mentioned above, as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office (Sw. Bolagsverket).
Special majority requirements
A resolution in accordance with the proposal in item 14 above shall only be valid where supported by not less than two-thirds (2/3) of both votes cast and the shares represented at the Annual General Meeting. A resolution in accordance with the proposal in item 15(b)-(c) above shall only be valid where supported by not less than nine-tenths (9/10) of both votes cast and the shares represented at the Annual General Meeting.
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
Number of shares and votes
As of the date of this notice, there are 457,123,694 shares outstanding in
Authorisation
The CEO shall be authorised to make such minor adjustments to the resolutions of the Annual General Meeting that may be necessary in connection with the registration thereof.
Documentation etc.
The annual report and all other documentation for resolutions are available at the company’s office at Riddargatan 19, SE-114 57
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website:
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
The Board of Directors
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