Approval of the board of directors’ resolution on a new issue of shares with preferential rights for the shareholders
The EGM resolved to unanimously approve the board of directors’ resolution of 12 March 2024 to carry out a new issue of shares with preferential rights for the shareholders (the “Rights Issue”). According to the resolution, the Company’s share capital may be increased by no more than SEK 1,057,777.75 through the issuance of no more than 21,155,555 new shares.
Those who on the record date, 4 April 2024, are registered as holders of shares in the share register kept by Euroclear Sweden AB are entitled to subscribe for shares with preferential rights. Last day of trading in the Company’s shares for receipt of subscription rights is 2 April 2024. For each (1) existing share on the record date, the shareholder will receive one (1) subscription right. Holdings of nine (9) subscription rights entitle the holder to subscribe for four (4) new shares in the Rights Issue.
Subscription of shares, with or without exercise of subscription rights, is to take place from 8 April 2024 until and including 22 April 2024. Subscription through exercise of subscription rights shall be made by cash payment to an account designated by the Company during the period from 8 April 2024 until and including 22 April 2024. 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.
The subscription price has been set to SEK 3.10 per share which in the case of full subscription provides issuing proceeds of approximately SEK 66 million before deduction of issue costs. A number of the Company’s existing shareholders, including Stiftelsen Industrifonden, Coeli Asset Management AB and Bengt Julander, as well as persons in the Company’s board of directors and management team (including Carl Palmstierna, Daniel Gidlund Bergström, Cecilia Jinert Johansson, Johannes Schleifenbaum, Lottie Saks and Mikael Wahlsten), have committed to subscribe for shares corresponding to approximately 31.3 per cent of the Rights Issue. In addition, a number of existing shareholders and external investors have entered guarantee undertakings corresponding to approximately 68.7 per cent of the Rights Issue. The Rights Issue is thus covered by subscription commitments and guarantee undertakings which together correspond to 100 per cent of the Rights Issue.
The Rights Issue is subject to the further terms and conditions as set out in the complete proposal and in the prospectus to be published in connection with the Rights Issue.
Resolution on a directed issue of warrants, series 2024/2028
The EGM resolved with unanimous approval, in accordance with the board of directors’ proposal, on a directed issue of warrants with the right to subscribe for new shares in the Company (warrants series 2024/2028). According to the proposal, the Company shall issue a maximum of 2,000,000 warrants entitling the holder to subscribe for 2,000,000 new shares. 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.
The warrants shall be subscribed for during the period commencing on 3 June 2024 up to and including 17 June 2024. 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 ten (10) trading days up to and including 31 May 2024. Each warrant shall entitle the holder to, during the period 1 March 2028 up to and including 1 June 2028, subscribe for one new share against cash payment.
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.
The warrants are subject to terms and conditions as set out in the complete proposal.
FREEMELT HOLDING AB 
