This is an unofficial translation of the Swedish notice. In case of any discrepancies between the Swedish notice and this English translation, the Swedish notice shall prevail.
Shareholders of
Program
To the extent possible, Board members will attend the Annual General Meeting.
14.30 Registration for the Annual General Meeting opens (registration can be made until 15.00)
15.00 Annual General Meeting
After the Annual General Meeting coffee/tea will be served.
Notification and the right to attend etc.
Those that wish to attend the AGM must both:
- be registered as shareholders in the share register kept by
Euroclear Sweden AB on Wednesday,17 April 2024 , or, if the shares are registered in the name of a nominee, request that the nominee registers the shares in the shareholder's own name for voting purposes in such time that the registration is completed by Friday,19 April 2024 ; and -
give notice of their intention to participate at the AGM not later than on Friday,
19 April 2024 .
Notice of participation at the AGM may be given either by telephone +46 8 505 97 700, by email to agm@eastnine.com, or by regular mail to
The name, personal identification number (or company registration number), address and telephone number of the shareholder, shareholding and, if applicable, attendance of any representatives or assistants should be provided in the notice of participation. No more than two assistants may attend and only if the number of assistants has been stated in advance.
In order to be entitled to participate at the AGM, shareholders whose shares are registered in the name of a nominee must temporarily re-register the shares in their own name. Such re-registration must be effected at
Personal data collected from powers of attorney and the share register kept by
Proxies etc.
Shareholders who are represented by proxy shall issue a power of attorney for the representative. Power of attorney in original and, for legal entities, certificate of registration should be submitted to the Company at the address above in due time prior to the AGM. The power of attorney and certificate of registration may not be older than one year, the power of attorney may however be older if it, according to its wording, is valid for a longer period, maximum five years. The Company provides proxy forms on its website, www.eastnine.com/en/annual-general-meetings. The proxy form may also be requested by telephone at +46 8 505 97 700.
Please note that shareholders who are represented by proxy must also give notice of participation of the Annual General Meeting and follow the other instructions given under the section "Notification and the right to attend etc." above. A submitted proxy form does not constitute a notice of attendance.
Number of shares and votes
At the time of issuing the notice to attend the AGM, the Company has a total of 22,370,261 registered shares, with one vote per share. The Company holds 139,253 own shares.
Right to request information
Shareholders present at the AGM have a right to request information regarding the matters on the agenda or the Company's economic situation in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Admission cards
No admission card will be sent out before the AGM. Valid identification must be brought to the Meeting for registration of attendance and entry.
Proposed Agenda
- Opening of the Meeting.
- Election of the chairman of the Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes of the Meeting.
- Decision on whether the Meeting has been duly convened.
- Approval of the agenda.
-
Presentation of the annual report and the auditors' report, as well as of the consolidated financial statements and the auditors' report for the Eastnine group. In connection therewith:
a) address by the chairman of the Board of Directors including a report on the work of the Board of Directors,
b) address by the CEO,
c) report by the auditor regarding the audit work. -
Resolutions regarding:
a) adoption of the income statement and balance sheet as well as of the consolidated income statement and the consolidated balance sheet for the Eastnine group,
b) disposition of the Company's result in accordance with the adopted balance sheet,
c) discharge from liability of the members of the Board of Directors and the CEO. - Approval of remuneration report.
- Decision on the number of members of the Board of Directors, auditors and deputy auditors.
- Decision on remuneration to the Board of Directors and the auditor.
- Election of members of the Board of Directors and chairman of the Board of Directors.
- Election of auditor.
- Resolution regarding share split and amendment of the articles of association.
- Resolution regarding establishment of an incentive programme by way of an issue of warrants to the participants.
- Resolution regarding authorization for the Board of Directors to transfer own shares.
- Resolution regarding authorization for the Board of Directors to acquire own shares.
- Resolution regarding authorization for the Board of Directors to resolve on new share issue.
- Closing of the Meeting.
2. Election of the chairman of the Meeting
The Nomination Committee proposes that
8. b) Disposition of the Company's result in accordance with the adopted balance sheet
The Board of Directors proposes a dividend to the shareholders corresponding to
9. Approval of remuneration report
The Board of Directors proposes that the AGM resolves on approval of the Board of Directors' report on remunerations in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.
10. Decision on the number of members of the Board of Directors, auditors and deputy auditors
The Nomination Committee proposes that the Board of Directors shall consist of six (6) members.
The Nomination Committee proposes that the number of auditors shall be one (1) registered audit firm without a deputy auditor.
11. Decision on remuneration to the Board of Directors and the auditor
The Nomination Committee proposes that the remuneration to the Chairman of the Board shall be
Fees to the auditor are based on approved invoices.
12. Election of members of the Board of Directors and chairman of the Board of Directors
The Nomination Committee proposes that
Information about the proposed Board members can be found on the Company's website.
13. Election of auditor
The Nomination Committee proposes re-election of the auditing firm
14. Resolution regarding share split and amendment of the articles of association
The Board of Directors proposes that the AGM, in one joint resolution, resolves to:
- by division, whereby each share is divided into four shares (a so called share split, 4:1), increase the number of shares in the Company in order to achieve an appropriate number of shares in the Company;
- authorize the Board of Directors to determine the record date for the share split; and
-
amend § 6 of the Company's articles of association regarding;
- the minimum and maximum number of shares in the Company so that the number of shares shall be not less than 80,000,000 and not more than 320,000,000;
- the provisions on preference shares so that preference shares are retired as share class of the Company and that the provisions regarding preference shares are removed, resulting in the Company's existing ordinary shares only being referred to as "shares"; and
- the heading of the clause so that it states "§ 6 Number of shares".
The amendment of the Company's articles of association in accordance with item 3 above, would entail § 6 of the Company's articles of association having the following wording.
§ 6 Number of shares
The number of shares shall be not less than 80,000,000 and not more than 320,000,000.
A resolution in accordance with this item 14 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.
15. Resolution regarding establishment of an incentive programme by way of an issue of warrants to the participants
The Board of Directors proposes that the AGM resolves to establish an incentive programme directed to employees of the Eastnine group, in accordance with the following terms.
The incentive programme in brief
- The Board of Directors proposes that the AGM resolves to establish an incentive programme under which the Company invites the employees within the group (currently 21 persons) to subscribe for warrants in the Company. The programme will comprise all of the group's employees.
- The proposal entails that the AGM resolves on establishing the programme and the issue of up to 223,703 warrants (or up to 894,812 warrants if the AGM resolves on the share split according to item 14 on the agenda), equivalent to a maximum dilution of approximately 1.0 per cent, to implement the program. This requires support by shareholders holding not less than nine-tenths of both the votes cast and the shares represented at the AGM.
- The rationale for the proposed incentive programme is to encourage a broad ownership amongst the group's employees, retain competent employees, increase the alignment of interest between the employees and the Company's shareholders, promote the Company's long-term growth and increase motivation to reach or exceed the Company's financial targets.
- Each warrant shall entitle the participants to, after a three year period, i.e., in 2027, subscribe for one new share in the Company at a price equivalent to 125 per cent of the volume-weighted average price of the Company's share on Nasdaq Stockholm during a ten trading days measurement period before the AGM 2024.
-
The allocation of warrants to employees in the incentive programme will be determined based on seniority level and each of their monthly gross salary as of
1 March 2024 . -
Of the 223,703 warrants (or 894,812 warrants if the AGM resolves on the share split according to item 14 on the agenda), up to half may be allotted free of charge to match warrants acquired by participants at fair market value (i.e., one free warrant will be allotted for each warrant acquired at fair market value). However, the fair market value of such warrants which are allotted free of charge shall never exceed an amount corresponding to the relevant participant's fixed monthly gross salary as of
1 March 2024 multiplied by six. All other warrants will be allotted at fair market value. The company shall retain the right to purchase back all warrants should a participant leave employment before the warrants have been exercised.
Background
The remuneration of the Company's Executive management consists of both fixed and variable components. The fixed remuneration is based on fixed cash salary, as well as other benefits such as parking benefits, lunch benefits and health insurance. The variable remuneration is based on predetermined and measurable performance criteria as set out in the Company's incentive programmes. The CEO and deputy CEO are entitled to variable cash remuneration based on individualised performance targets in accordance with the short-term incentive programme decided each year by the Board of Directors. The remuneration of the Company's other employees consists of both fixed and variable components.
The previous long-term incentive programmes entitled to performance shares based on certain financial and market-based performance targets and were available to all employees (including CEO and deputy CEO) that held shares in the Company with a value of one twelfth of the employee's annual fixed gross salary.
Summary of the long-term incentive programmes
Performance period | Award date | Vesting date and end of retention period | Number of shares that may be awarded | Number employees participating in the LTIP | |
LTIP 2021 | 2021-2024 | 2021-06-30 | 2024-07-04 | 31,425 | 15 |
LTIP 2022 | 2022-2025 | 2022-06-30 | 2025-07-07 | 49,019 | 18 |
To attract and retain qualified employees, the Company's Board of Directors hereby proposes that the AGM resolves to establish an incentive programme consisting of warrants, available for all employees in the group.
The allocation of warrants to employees participating in the 2024-2027 incentive programme will be determined based on seniority level and each of their monthly gross salary as of
Warrants are purchased at fair market value by the participants. Participants may be offered one free warrant for every warrant purchased at fair market value (no free warrants are given unless a warrant is purchased at fair market value) or a lesser amount determined by the Board of Directors. However, the fair market value of such warrants which are allotted free of charge shall never exceed an amount corresponding to the relevant participant's fixed monthly gross salary as of
The company believes that the proposed programme of 223,703 warrants (or 894,812 warrants if the AGM resolves on the share split according to item 14 on the agenda) will be, together with other factors, beneficial to retain and incentivize its employees to achieve continued targeted growth and performance.
Terms and conditions of the incentive program
Price and valuation
Each warrant shall entitle the participant to subscribe for one new share, at a price equivalent to 125 per cent of the Original Price. The "Original Price" is equal to the volume-weighted average price of the Company's share on Nasdaq Stockholm during the period from and including
The participants shall acquire the warrants at the fair market value in cash. For each warrant the participant acquires at fair market value, the Company may allot an additional warrant to the participant free of charge. The free warrants can only be exercised if the warrants acquired at fair market value are held until the beginning of the exercise period.
The fair market value shall be determined in accordance with the Black & Scholes valuation model. The valuation of the warrants shall be made by PwC or a well-reputed investment bank, accounting firm or financial advisor with valuation expertise. A preliminary valuation of the warrants has determined the fair market value to be
The warrants shall also entitle the participants to utilise an alternative exercise model (so called "net exercise"), which entails that the cash amount payable upon exercise is reduced. The complete terms and conditions of the warrants set out the details of the so called "alternative exercise model". In short, it entails a reduction of the number of shares that can be subscribed for and that such shares are subscribed for at the quota value. This means that the alternative exercise model will also lead to reduced dilution. An illustrative example (based on the same assumptions as the preliminary market valuation above) is set out below:
Illustrative example based on an assumed subscription price of
The average share price in conjunction with subscription* (average price post share split) | Total number of new shares (numbers post share split) | Total dilution, pre and post share split |
260 (65) | 51,273 (205,092) | 0.23% |
300 (75) | 74,406 (297,624) | 0.33% |
360 (90) | 99,417 (397,668) | 0.44% |
* Pursuant to the complete terms and conditions of the warrants, the average share price shall be calculated based on a period of five trading days before the first day of the application period for subscription of new shares by exercise of the warrants. |
Exercise period
The warrants may be exercised during the period from and including
Allotment
The Board of Directors of the Company shall decide on the allotment of warrants to participants. Warrants shall be allotted on
The maximum number of warrants that can be allotted to a participant is based on the group to which such participant belongs, as set out below and subject to the maximum number of total warrants issued.
Group 1 (up to 6 persons): the CEO, members of the senior management and senior key personnel, up to 80,000 warrants each (or up to 320,000 warrants each if the AGM resolves on the share split according to item 14 on the agenda).
Group 2 (up to 15 persons): other personnel, up to 8,000 warrants each (or up to 32,000 warrants each if the AGM resolves on the share split according to item 14 on the agenda).
In each case the maximum number of warrants includes both warrants acquired at fair market value and warrants transferred free of charge.
Upon subscription of the warrants, the participants shall enter into an agreement with the Company on terms and conditions set out by the Board of Directors, the Company shall however reserve the right to repurchase warrants if a participant's employment or engagement with the group is terminated or if a participant wishes to transfer his or her warrants.
Dilution
If all 223,703 warrants (or 894,812 warrants post share split) are exercised for subscription of 223,703 shares (or 894,812 shares post share split) , the dilution effect will be approximately 1.0 per cent (based on the total number of shares in the Company as of the date of this proposal and based on the total number of shares in the Company if the AGM resolves on the share split according to item 14 on the agenda).
Share split (item 14 in the agenda for the AGM)
If the AGM resolves on the share split according to item 14 of the agenda to the AGM and such share split is completed, no recalculation of the number of shares which each warrant entitle to shall be made and no recalculation of the subscription price for exercising a warrant to subscribe for a new share shall be made either. If the AGM resolves on the share split, the maximum number of warrants to be issued and the maximum share capital increase shall be made based on the numbers stated herein which are based on the AGM's approval of the share split.
Costs and effects on key ratios
Warrants transferred to participants under the incentive programme will be accounted for in accordance with IFRS 2 and will be recorded as a personnel expense in the income statement during the years 2024-2027.
Assuming an Original Price of
The costs will be allocated over the years 2024-2027. These costs can be compared to the Company's total personnel expenses, including social security expenses, of
If the incentive programme had been established in 2023, subject to the assumptions set out above, the impact on the earnings per share would have been approximately
The incentive programme is estimated to entail only limited costs for the Company. No measures to secure the incentive programme have been or are planned to be taken.
Preparation of the proposal
The proposed incentive programme has been prepared by the Board of Directors and the remuneration committee and has been addressed at Board meetings in Q1 2024. The proposal has been prepared in consultation with external advisors based on an evaluation of current remuneration structures, previous share-based incentive programmes and the need for additional incentives.
Issue of warrants of series 2024/2027
The Board of Directors proposes that the AGM resolves on an issue of warrants of series 2024/2027 on the following terms and conditions, in order to implement the incentive programme set out above.
Number of warrants to be issued
The company shall issue a maximum of 223,703 warrants (or a maximum of 894,812 warrants if the AGM resolves on the share split according to item 14 on the agenda) of series 2024/2027.
Subscription right and price
The warrants shall be issued with deviation of the shareholders' pre-emption rights, to the Company's employees at the fair market value at the time of subscription as determined pursuant to the Black & Scholes model. Payment shall be made no later than on
Subscription period
The warrants shall be subscribed for on separate subscription lists not later than on
Reason for deviation from the shareholders' pre-emption rights
The reason for the deviation from the shareholders' pre-emption rights is to create, by way of an incentive programme, conditions for retaining competent personnel to the group, increase the motivation amongst the participants, increase their loyalty to the Company and align their interests with that of the Company's shareholders as well as promote a personal shareholding and thereby promote shareholder value and the Company's long-term value creation capability.
Additional information
The new shares shall carry rights to dividends for the first time on the record date for dividends that occur after subscription has been effected.
The complete terms and conditions of the warrants will be made available on the Company's website (www.eastnine.com) not later than three weeks prior to the AGM. As set forth in the terms and conditions of the warrants, the subscription price and the number of shares that each warrant entitles to subscription of may be re-calculated in certain cases (including for the alternative exercise model described above).
The company's share capital may, upon exercise of all 223,703 warrants (or 894,812 warrants if the AGM resolves on the share split according to item 14 on the agenda) of series 2024/2027, increase by approximately
Authorization
The Board of Directors shall be authorized to extend the subscription period and to make such minor adjustments in the resolution that may be required in connection with the registration of the warrants with the Swedish Companies Registration Office (Sw. Bolagsverket), and the Board of Directors shall have the right to make minor adjustments to the incentive programme due to applicable rules, laws, regulations or market practice.
Majority requirements
A resolution in accordance with this item 15 requires that shareholders representing no less than nine-tenths of the votes cast as well as the shares represented at the AGM approve the resolution.
16. Resolution regarding authorization for the Board of Directors to transfer own shares
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to transfer own shares, under the following conditions:
- Shares may be transferred on Nasdaq Stockholm or otherwise.
- Transfers may take place with or without deviation from the shareholders' preferential rights.
- Transfers on Nasdaq Stockholm may take place at a price per share within the registered share price interval from time to time, which means the spread between the highest buying price and the lowest selling price prevailing from time to time on the exchange. Transfers made otherwise shall be made on market terms.
- The authorization covers all shares held by the Company from time to time.
- Payment for the shares shall be made in cash, by contributions in-kind or by set-off.
- The authorization may be utilized on one or more occasions, however not longer than until the next AGM.
The purpose of the authorization to transfer own shares and the reasons for any deviation from the shareholders' preferential rights is to enable the Board of Directors to adjust the Company's capital structure and to use repurchased own shares as payment for, or financing of, acquisitions or investments in order to create increased value for the shareholders.
A resolution in accordance with this item 16 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.
17. Resolution regarding authorization for the Board of Directors to acquire own shares
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to acquire the Company's own shares, under the following conditions:
- The share purchases may take place on Nasdaq Stockholm at a price per share within the registered share price interval from time to time, which means the spread between the highest buying price and the lowest selling price prevailing from time to time on the exchange.
- Purchases may also be made in accordance with an offer directed to all shareholders with a cash consideration not below the market price at the time of the offer and with a maximum upward deviation of 20 percent.
- The Company may only purchase so many shares that the Company's holding of its own shares does not at any time exceed 10 percent of all the shares in the Company.
- Payment for the shares shall be made in cash.
- The authorization may be utilized on one or more occasions, however not longer than until the next AGM.
The purpose of this authorization to acquire own shares in the Company is to enable the Board of Directors to adjust the capital structure and thereby generate a higher value for the shareholders.
A resolution in accordance with this item 17 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.
18. Resolution regarding authorization for the Board of Directors to resolve on new share issue
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to, on one or more occasions until the next AGM, decide upon an issue of shares in the Company corresponding to not more than 10 per cent of the Company's share capital, with or without deviation from the shareholders' preferential right. Furthermore, the proposal means that an issue may be made against cash payment, by set-off or by contribution in kind. Shares shall, in case of deviation from the shareholders' preferential right to subscription, be issued on market terms. The purpose of this authorization is to enable the Company to, completely or partially, finance any future real property investments and/or acquisitions of real property companies/businesses by issuing new shares as payment in connection with agreements on acquisition of real property, to raise capital for such investments and/or acquisitions, and to adapt and improve the Company's capital structure.
A resolution in accordance with this item 18 requires that shareholders representing no less than two thirds of the votes cast as well as the shares represented at the AGM approve the resolution.
Available documents
Annual accounts including the auditor's report as well as the complete proposals and statements according to the Swedish Companies Act together with pertaining statements by the auditor will be available at the office of Eastnine on Kungsgatan 30 in
* * *
Board of Directors
For more information contact:
Visit www.eastnine.com
https://news.cision.com/eastnine-ab--publ-/r/notice-of-annual-general-meeting-of-eastnine-ab--publ-,c3948831
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