The shareholders of
Right to attend and notification
Participation in the meeting room
Anyone who wishes to attend the meeting in person or by proxy must (i) be listed as a shareholder in the share register prepared by
If a shareholder is represented by proxy, a written and dated power of attorney must be issued for the proxy. Authorization form is available on the company's website, https://group.fractal-design.com/. If the power of attorney was issued by a legal entity, a certificate of registration or equivalent authorization document must be attached. In order to facilitate registration at the meeting, power of attorney as well as registration certificate and other authorization documents should be available to the company at the above address no later than
Participation by advance voting
Those who wish to participate in the annual general meeting through advance voting must (i) be listed as shareholders in the share register prepared by
Anyone who wishes to be present in the meeting room in person or by proxy must report this in accordance with what is stated under Participation in the meeting room above. This means that a registration through advance voting alone is not enough for those who want to be present in the meeting room.
A special form must be used for advance voting. The advance voting form is available on the company's website https://group.fractal-design.com/. Completed and signed advance voting forms can be sent by post to Victor Hasselblads Gata 16 A-B, 421 31 Västra Frölunda or by e-mail to AGM@fractal-design.com. Completed form must be at the disposal of
If a shareholder votes in advance by proxy, a written and dated power of attorney must be attached to the advance voting form. Authorization form is available on the company's website https://group.fractal-design.com/. If the shareholder is a legal entity, the form must be accompanied by a certificate of registration or equivalent authorization document. If a shareholder has voted in advance, and then participates in the annual general meeting in person or by proxy, the advance vote is still valid to the extent that the shareholder does not participate in a vote during the meeting or otherwise revokes the advance vote. If, during the course of the meeting, the shareholder chooses to participate in a vote, the vote cast will replace previously submitted advance votes on that point.
Nominee registered shares
To be entitled to participate at the Annual General Meeting, in addition to providing notification of participation, shareholders whose shares are held in the name of a nominee must have their shares re-registered in their own name so that the shareholder is recorded in the share register on Wednesday
Proposed agenda
- Opening of the Annual General Meeting
- Appointment of chairman at the Annual General Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Determination of whether the Annual General Meeting has been duly convened
- Submission of the annual report and the auditors' report and, where applicable, the consolidated financial statements and the auditors' report for the group
- Resolutions regarding the adoption of the income statement and the balance sheet and, when applicable, the consolidated income statement and the consolidated balance sheet
- Resolution regarding allocation of the company´s profit or loss in accordance with the adopted balance sheet
- Resolutions regarding discharge of the members of the board of directors and the managing director from liability
- Determination of the number of members of the board of directors and the number of auditors and deputy auditors
- Determination of remuneration for members of the board of directors and auditors
- Election of the members of the board of directors and auditors and deputy auditors
- Resolution on principles for appointment of a nomination committee
- Resolution on adoption of a long-term incentive program (LTIP 2024) and issue of warrants
- Resolution to authorize the board of directors to issue new shares
- Resolution on adoption of changes in the articles of association
- Closing of the meeting
Resolution proposals
Appointment of a chairman at the Annual General Meeting (item 2)
The nomination committee, consisting of
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list prepared by the company, based on the shareholders' register for the Annual General Meeting, as verified by the persons elected to approve the minutes.
Election of one or two persons to approve the minutes (item 5)
Resolution regarding allocation of the company´s profit or loss in accordance with the adopted balance sheet (item 9)
The board of directors proposes that the profit for the year is balanced in a new account and that no dividend shall be paid to the shareholders.
Determination of the number of members of the board of directors and the number of auditors and deputy auditors (item 11)
The nomination committee proposes that the number of members of the board of directors shall be five with no deputy board members.
The nomination committee further proposes that the authorized auditing company
Determination of remuneration for members of the board of directors and auditors (item 12)
The nomination committee proposes that the remuneration for the members of the board of directors are adjusted with wage inflation for officials of cirka 4 per cent meaning that the remuneration for the members of the board of directors shall not exceed
The nomination committee further proposes that the remuneration to the auditor shall be paid in accordance with the approved current account.
Election of the members of the board of directors and auditors and deputy auditors (item 13)
The nomination committee proposes re-election of
Information about the proposed re-elected members of the board of directors is included in the company's annual report as well as on the company's website, https://group.fractal-design.com/.
The nomination committee further proposes that the auditing firm
Resolution on principles for appointment of a nomination committee (item 14)
The nomination committee proposes that the Annual General Meeting resolves on unchanged principles for the appointment of the nomination committee for the Annual General Meeting 2025 as follows.
The nomination committee shall consist of representatives from the three largest shareholders listed in the share register maintained by
The composition of the nomination committee for annual general meetings must be disclosed no later than six months prior to the meeting. Remuneration shall not to be paid to the members of the nomination committee. The company shall pay any necessary expenses that the nomination committee may incur in its work. The term of office for the nomination committee ends when a new nomination committee has been disclosed.
Resolution on adoption of a long-term incentive program (LTIP 2024) and issue of warrants (item 15)
The board of directors proposes that the Annual General Meeting resolves to adopt an incentive program for certain senior executives through an issue of not more than 68,000 warrants with a right to subscribe for 71,400 new shares in the Company ("LTIP 2024").
The purpose of LTIP 2024
The purpose of LTIP 2024 is to connect the remuneration for certain senior executives within the
Issue of warrants / allocation of warrants
The board of directors proposes that the Annual General Meeting resolves on an issue of not more than 68,000 warrants, entailing an increase of the share capital, at full exercise, of not more than
LTIP 2024 includes not more than 6 persons. The company's board members shall not be included in LTIP 2024. The right to subscribe for warrants shall, by way of deviation from the preferential right of the shareholders, be vested in the certain senior executives who are employed within the Group. LTIP 2024 means that participants are offered to subscribe for a maximum of 11,900 warrants each, at market value calculated in accordance with the Black & Scholes valuation model. In the event that participants do not subscribe for all the options that they have been offered to subscribe for, other participants have the right to subscribe for such instruments to a number corresponding to 100% of their original allocation. In the event that the issue is oversubscribed, distribution of options will take place pro rata in relation to the participant's initial allocation. Oversubscription must take place in even hundreds.
The reason for deviating from the shareholders' preferential right is to implement an incentive program and thereby a remuneration structure which connects the remuneration for the key employees of
Teckning av teckningsoptionerna ska ske på av Fractal tillhandahållen teckningslista till och med den 10 juni 2024. Betalning ska erläggas senast den 14 juni 2024. Styrelsen har rätt att förlänga teckningstiden och betalningstiden.
Subscription of warrants shall be made on a subscription list until and including
The subscription price per share shall correspond to 120 per cent of the volume-weighted average price for the company's share during the time period from and including
The subscription price and number of shares in which each warrant carries an entitlement to shall be recalculated in the event of split or reversed split of shares, new issue of shares etc. in accordance with market practice.
Shares subscribed for by exercise of the warrants shall entitle to dividend for the first time on the first record date for dividend which occurs after the subscription of shares, by exercising the warrants, is executed.
The board of directors, or the person appointed by the board of directors, is proposed to be authorized 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).
Terms and conditions
The warrants shall be subscribed for on market terms at a price (premium) established on the basis of a market value of the warrants calculated by an independent valuation institute using the Black & Scholes valuation model. The value has preliminary been calculated to
In addition hereto, the terms and conditions that the board of directors has resolved upon and that are available for shareholders in accordance with what is set out in section "Documents etc.".
Pre-emption and termination of employment
A condition for a participant to be offered to subscribe for warrants, is that these persons have previously entered into a pre-emption agreement in which the participant shall be obligated to offer all warrants to the company, or in partial, if the employment agreement is terminated or if the warrants shall be transferred or disposed to a third party.
Dilution
Based on the number of shares in
Impact of financial ratios and costs for the company etc.
LTIP 2024 is expected to have a marginal impact on the company's financial ratios. The costs before taxes for the company associated with LTIP 2024 include administrative costs. The total cost of LTIP 2024, assuming full participation, is expected to amount to
Preparation of the matter
The principles of LTIP 2024 have been prepared by the company's board of director's. The proposal has been prepared with the assistance of external advisors and after consultation with shareholders.
Resolution to authorise the board of directors to issue new shares (item 16)
The board of directors proposes that the Annual General Meeting resolves to authorize the board of directors, at one or several occasions and for the period until the next Annual General Meeting, to increase the company's share capital by issuing new shares. Such share issue may be carried out with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The number of shares that may be issued under the authorization may correspond to not more than 20 per cent of the number of outstanding shares and votes at the time of the Annual General Meeting.
The purpose of the authorization is to increase the financial flexibility of the company and the general flexibility of the board of directors. Should the board of directors resolve on a share issue with deviation from the shareholders' preferential rights, the reason for this shall be to finance acquisitions of businesses. Upon such deviation from the shareholders' preferential rights, the new issue shall be made at market terms and conditions.
The board of directors or the CEO shall be authorized to make such minor adjustments to the resolution of the Annual General Meeting that are necessary to register the authorization with the Swedish Companies Registration Office (Sw. Bolagsverket).
Resolution on adoption of changes in the Articles of Association (item 17)
The board proposes that § 12 of the articles of association be adjusted to allow annual general meetings to be held digitally. The adjustment is proposed as below, where underlined text is the proposed addition.
"Section 12 Place of general meeting
The general meeting must be held in
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Special majority requirements
For a valid decision according to point 17 above, it is required that the decision be supported by shareholders with at least two-thirds (2/3) of both the votes cast and the shares represented at the annual general meeting. For a valid decision according to point 16 above, the approval of shareholders with at least nine tenths (9/10) of the votes cast as the shares represented at the meeting is required.
Majority requirements
The shareholders are reminded of their right to, at the annual general meeting, receive information from the board and the managing director in accordance with ch. 7. Section 32 of the Companies Act.
Number of shares and votes
At the date of this notice there are in aggregate 29,119,500 issued shares and votes in the company. The company holds no own shares as of the date of this notice.
Documents etc.
The accounting documents, the auditor's report and other documentation will be held available at the company at the address Victor Hasselblads Gata 16 A-B, SE-421 31 Västra Frölunda,
Processing of personal data
More information regarding the processing of your personal data is available in
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The board of directors
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