HAYPP GROUP AB Right to participate in the Annual General Meeting and notice of participation
A shareholder who wishes to participate in the Annual General Meeting must (i) be recorded in the share register maintained by
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the notification of attendance. Proxy forms are available on the company’s website www.hayppgroup.com and will be sent to shareholders who so request and provide their postal address. If the shareholder is a legal entity, a certificate of incorporation or an equivalent certificate of authority should be enclosed.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are registered 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 onTuesday
Proposed agenda
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to approve the minutes
- Determination of whether the meeting has been duly convened
- Approval of the agenda for the meeting
- Presentation of the Annual Report and the Auditors’ Report, and the Consolidated Accounts and the Auditors’ Report for the Group
- Resolution concerning
- the adoption of the Income Statement and the Balance Sheet, and the Consolidated Income Statement and the Consolidated Balance Sheet
- the disposition of the company’s results pursuant to the adopted Balance Sheet; and
- discharge from liability of the members of the Board of Directors and the CEO
- Determination of the number of members and deputy members of the Board of Directors and the number of auditors and deputy auditors
- Determination of fees payable to the Board of Directors and auditor
- Election of the Board of Directors, Chairman of the Board and auditor
- re-election of
Ingrid Jonasson Blank as Board member - re-election of
Linus Liljegren as Board member - re-election of
Patrik Rees as Board member - re-election of
Anneli Lindblom as Board member - election of
Deepak Mishra as Board member - election of
Adam Schatz as Board member - re-election of
Ingrid Jonasson Blank as Chairman of the Board - re-election of Öhrlings
PricewaterhouseCoopers AB as auditor
- re-election of
- Resolution concerning Nomination Committee
- The Board of Directors’ proposal regarding repurchase of warrants
- The Board of Directors’ proposal regarding implementation of a new long-term incentive program
- The Board of Directors’ proposal regarding implementation of a new long-term incentive for US employees
- The Board of Directors’ proposal regarding implementation of a new long-term incentive for US employees
- The Board of Directors’ proposed resolution on share issue authorization
- Closing of the meeting
PROPOSED RESULOTIONS
Disposition of the company’s results (item 8b)
The Board proposes that no dividend is paid and that the company’s result shall be carried forward.
Board of Directors, etc. (items 2 and 9 – 11)
The Nomination Committee, comprising Henrik Nordström (Chairman of the Committee,
Chairman of the Meeting: attorney-at-law Christian Lindhé.
Number of members and deputy members of the Board: six ordinary members with no deputy members.
Fees payable to the Board: unchanged
Board of Directors: re-election of
Chairman of the Board: re-election of
Number of auditors and deputy auditors: one auditor with no deputy auditor.
Fees payable to the auditor: in accordance with approved invoices within the scope of the tender.
Auditors: re-election of Öhrlings
The fees payable to the Board members and Chairman of the Board were increased by the 2023 Annual General Meeting with
Nomination Committee (item 12)
The Nomination Committee proposes that the company shall have a nomination committee composed of the Chairman of the Board (co-opted) and one representative for each of the three largest shareholders based on ownership of the company as per
If earlier than three months prior to the Annual General Meeting, one or more of the shareholders having appointed representatives to the Nomination Committee no longer are among the three largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives to the Nomination Committee. However, unless special reasons apply, no change to the composition of the Nomination Committee shall be made if there has only been a minor change of ownership or if the change occurs later than three months prior to the Annual General Meeting. Should a member resign from the Nomination Committee before its work is completed, the shareholder who has appointed the member that resigned shall appoint a new member. If such shareholder is no longer among the three largest shareholders, a new member shall be appointed in accordance with the order set out above. Shareholders who have appointed a representative to be a member of the Nomination Committee shall have the right to dismiss such member and appoint a new representative of the Nomination Committee.
Changes to the composition of the Nomination Committee must be announced immediately. The term of office for the Nomination Committee ends when the composition of the following Nomination Committee has been announced. The Nomination Committee shall perform the tasks incumbent on the Nomination Committee pursuant to the Swedish Corporate Governance Code.
The Board of Director’s proposal regarding repurchase and set-off offer for warrants, including (a) approval of conditional offer to repurchase warrants and (b) resolution regarding directed share issue (item 13)
Background to the proposed resolution
By participating in the Repurchase Offer, which is voluntary, the Warrant Holders’ need to finance payment of the Warrants’ exercise price by, for example, selling shares in
To illustrate the effects of the Repurchase Offer at different share prices of the
Series 2021/2024
| Share price (SEK) | Maximum number of new shares | Subscription price (total, SEK) | Total dilution (%) | |||
| The Repurchase Offer | Terms and conditions of the Warrants | The Repurchase Offer | Terms and conditions of the Warrants | The Repurchase Offer | Terms and conditions of the Warrants | |
| 80 | - | - | - | - | - | - |
| 85 | 6,170 | 209,780 | 0 | 17,306,850 | 0.02 | 0.70 |
| 90 | 17,482 | 209,780 | 0 | 17,306,850 | 0.06 | 0.70 |
| 95 | 27,603 | 209,780 | 0 | 17,306,850 | 0.09 | 0.70 |
Series 2022/2025
| Share price (SEK) | Maximum number of new shares | Subscription price (total, SEK) | Total dilution (%) | |||
| The Repurchase Offer | Terms and conditions of the Warrants | The Repurchase Offer | Terms and conditions of the Warrants | The Repurchase Offer | Terms and conditions of the Warrants | |
| 80 | 603,761 | 1,610,028 | 0 | 80,501,400 | 2.02 | 5.40 |
| 85 | 662,953 | 1,610,028 | 0 | 80,501,400 | 2.22 | 5.40 |
| 90 | 715,568 | 1,610,028 | 0 | 80,501,400 | 2.40 | 5.40 |
| 95 | 762,645 | 1,610,028 | 0 | 80,501,400 | 2.56 | 5.40 |
The Repurchase Offer is assessed not to entail any additional tax costs nor transaction fees for the company. The claim for consideration that arises for the participants in connection with the acceptance of the Repurchase Offer is to be used as a set-off payment for the shares to be issued.
The proposal under this item has been prepared by the Board and its Remuneration Committee.
Approval of conditional offer to repurchase warrants (item 13a)
The Board proposes that the Annual General Meeting resolves to approve that
- Not more than 1,819,808 Warrants, i.e. the Warrants that may be exercised during the period
13 October 2024 up and until31 May 2025 , shall be eligible for repurchase. - The repurchase shall be made at the market value of the Warrants, based on the closing price of the
Haypp share on Nasdaq First North Growth Market on the last day of the acceptance period for the Repurchase Offer, which for (i) the 209,780 warrants of series 2021/2024 is expected to occur during the period from9 September 2024 up and until9 October 2024 , and (ii) for the 1,610,028 warrants of series 2022/2025 is expected to occur during the period from4 March 2025 up and until4 April 2025 . The calculation of the market value of the Repurchase Offer shall be performed by an independent party based on customary valuation principles for warrants on the Swedish market (Black & Scholes).
The Repurchase Offer shall be conditional upon the Board of Directors finding the market conditions suitable for the repurchase.
Warrant Holders that do not accept the Repurchase Offer may, without being affected by the Repurchase Offer, exercise their Warrants to subscribe for shares during the subscription period in accordance with the terms and conditions applicable to the Warrants.
Resolution regarding directed share issue (item 13b)
The Board of Directors proposes that the Annual General Meeting resolves on a directed share issue on the terms and conditions set out below (the “New Issue”). The reason for the deviation from the shareholders’ pre-emptive rights, is to implement the Repurchase Offer.
Through the New Issue, not more than 1,250,000 shares may be issued, whereby the share capital increases by not more than
The subscription price shall correspond to the market value of the share (however, never lower than the quota value of the share), based on the closing price of the
The right to subscribe for the new shares shall, with deviation from the shareholders’ pre-emptive rights, be granted to the Warrant Holders who have accepted the Repurchase Offer during the acceptance period.
Subscription for the new shares in relation to the warrants of series 2021/2024 shall take place no later than
The new shares shall entitle to dividends for the first time on the record date for dividends, which occurs closest after the new shares have been registered with the Swedish Companies Registration Office and included in the share register maintained by
The Board of Directors’ proposal regarding implementation of a new long-term incentive program (item 14)
The Board of Directors proposes that the Annual General Meeting resolves to implement a new long-term incentive program for the executive management and other key individuals within
Issue of warrants (item 14a)
The Board proposes that the Annual General Meeting resolves, with deviation from the shareholders’ pre-emptive rights, to issue not more than 1,000,000 warrants of series 2024/2027, whereupon the company’s share capital increases by not more than approximately
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only be vested in the company or one of the company’s wholly owned subsidiaries, for subsequent transfer to current and future members of the executive management and other key individuals in the group. Such transfer shall as a starting point be made on market terms and conditions. The warrants shall be issued free of charge to the subsidiary.
Each warrant entitles to subscription for one new share in the company at a subscription price corresponding to 130 percent of the volume weighted average share price for the company’s share on Nasdaq First North Growth Market during the five trading days following immediately after the annual general meeting. Subscription for new shares by virtue of the warrants shall be made during the period
Approval of transfer of warrants (item 14b)
In order to enable the company’s delivery of warrants under the program, the Board proposes that the Annual General Meeting resolves to approve that the warrants issued in accordance with item 14(a) above, directly or indirectly, may be transferred to the participants in the program at a price per warrant amounting to the warrant’s market value at the time of the transfer, calculated pursuant to the Black & Scholes warrant valuation model.
The program comprises not more than approximately 31 persons. The allotment of warrants shall be made according to the following principles.
| Category | Maximum number of warrants per person/category |
| CEO (1 person) | 150,000 |
| Other executive management (10 persons) | 125,000 / 650,000 |
| Other key individuals (20 persons) | 30,000 / 200,000 |
In the event that the employees wish to acquire a larger number of warrants than the number stated above, the allotment of warrants which have not been acquired by another within the maximum amount of the issue, shall be made in proportion to the number of warrants that relevant participants wish to acquire.
Warrants that are not transferred in the initial offer or that are subsequently repurchased may be transferred to future employees or employees who have been promoted, whereby the above-mentioned guidelines for allocation shall be applied. Upon such allotment, a new calculation of the market value of the warrants to be paid by participants shall be made.
Preparation of and motives for the proposal, etc
The program has been prepared by the Board in consultation with external advisors. The motives for the proposal and the reason for the deviation from the shareholders’ pre-emptive rights are to create conditions for motivating, retaining and recruiting executive management and other key individuals in the group. The Board deems that it is in all shareholders’ interest that senior executives and other key individuals have a long-term interest of a beneficial development of the value of the company’s share.
The Board of
Dilution
Upon full exercise of the warrants at the terms and conditions applicable at the time of the resolution, the number of shares and votes in the company will be increased by 1,000,000, which corresponds to approximately 3.2 percent of the number of shares and votes in the company. Upon full exercise of all outstanding warrants in the company, including the warrants that are proposed to be issued as well as repurchased in accordance with item 13, the number of shares and votes in the company will be increased by not more than 3,619,808, which corresponds to approximately 10.8 percent of the number of shares and votes in the company. The dilutive effect is calculated as the number of additional shares and votes upon full exercise of all warrants, in relation to the total number of shares and votes after full exercise.
Impact on key figures and costs for the company etc.
The incentive program is expected to have a marginal impact on the company’s key figures. The warrants will be transferred at market value and, therefore, no social security contributions are expected to be incurred by
So-called warrant agreements shall be entered into, pursuant to which each warrant holder, under certain conditions, shall be obliged to offer the company to acquire the warrants, or a portion of them.
According to a preliminary valuation, the warrants’ market value corresponds to approximately
Other incentive programs
For a description of Haypp Group’s other equity-related incentive programs, reference is made to company’s website, www.hayppgroup.com.
Majority requirements
In order for resolutions in accordance with the Board’s above to be valid, the resolutions must be supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the meeting.
The Board of Directors’ proposal regarding implementation of a new long-term incentive program for US employees (item 15)
The Board of Directors proposes that the Annual General Meeting resolves to implement a new long-term incentive program for its US employees, through the issue of warrants, in accordance with the following. The resolutions under this item are conditional upon each other and are thus proposed to be made as one resolution.
Issue of warrants (item 15a)
The Board proposes that the Annual General Meeting resolves, with deviation from the shareholders’ pre-emptive rights, to issue not more than 70,197 warrants of series 2024/2025, whereupon the company’s share capital increases by not more than approximately
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only be vested in the company or one of the company’s wholly owned subsidiaries, for subsequent transfer, free of charge, to current and future key individuals in the group. The warrants shall be issued free of charge to the subsidiary.
Each warrant entitles to subscription for one new share in the company at a subscription price of
Approval of transfer of warrants (item 15b)
In order to enable the company’s delivery of warrants under the program, the Board proposes that the Annual General Meeting resolves to approve that the warrants issued in accordance with item 15(a) above, directly or indirectly, may be transferred to the participants in the program free of charge.
The program initially comprises one person. Warrants that are not transferred in the initial offer or that are subsequently repurchased may be transferred to future employees or employees who have been promoted.
Preparation of and motives for the proposal, etc
The program has been prepared by the Board in consultation with external advisors. The motives for the proposal and the reason for the deviation from the shareholders’ pre-emptive rights are to create conditions for motivating, retaining and recruiting executive management and other key individuals in the group in cases of placement abroad. The Board deems that it is in all shareholders’ interest that employees in the US are offered participation in incentive programs in order to continue the US business development as well as the exposure towards the US market. Thus, the Board deems that it is in all shareholders’ interest that employees in the US have a long-term interest of a beneficial development of the value of the company’s share.
According to Swedish Stock Market Self-Regulation Committee’s Remuneration Rules, the vesting period in share-based incentive plans shall not be less than three years. As stated above, the Board proposes that the warrants may be exercised already after one year. The rationale for this is the participant’s critical role in the expansion and success of the company, in particular given the person’s unique position and responsibilities on the US market. The participant’s previous participation in the company’s incentive plans has been of great importance for such person’s motivation, but due to tax consequences linked to the individual’s move to the US, initiated at the company’s request, the individual has had to dispose of its warrants. This unique scenario requires a special solution to ensure that the company is able to retain and motivate a key person whose efforts are essential to the company’s success on the US market. Against this background, the Board assesses that it is reasonable, and of importance to be able to motivate and retain competent personnel, to apply the shorter period of one year in order to recreate the terms applied in the incentive plan in which the individual previously participated but had to exit. This adjustment is, together with the Board’s proposal in item 16, a one-off event aimed at addressing a unique situation in a fair and appropriate manner.
The Board of
Dilution
Upon full exercise of the warrants at the terms and conditions applicable at the time of the resolution, the number of shares and votes in the company will be increased by 70,197, which corresponds to approximately 0.2 percent of the number of shares and votes in the company. Upon full exercise of all outstanding warrants in the company, including the warrants that are proposed to be issued as well as repurchased in accordance with item 13, as well as the warrants that are proposed to be issued in accordance with item 14, the number of shares and votes in the company will be increased by not more than 3,690,005, which corresponds to approximately 11.0 percent of the number of shares and votes in the company. The dilutive effect is calculated as the number of additional shares and votes upon full exercise of all warrants, in relation to the total number of shares and votes after full exercise.
Impact on key figures and costs for the company etc.
The incentive program is expected to have a marginal impact on the company’s key figures. The company’s costs for the program are thus primarily related to external advisors in connection with the implementation of the program. The warrants will be transferred free of charge in line with US regulations and market conditions. In the event the Board makes other adjustments to the program for foreign participants, such as deciding on cash settlement, the outcome of the program will affect the company’s earnings in the form of increased personnel costs.
So-called warrant agreements shall be entered into, pursuant to which warrant holder, under certain conditions, shall be obliged to offer the company to acquire the warrants, or a portion of them.
According to a preliminary valuation, the warrants’ market value corresponds to approximately
Other incentive programs
For a description of Haypp Group’s other equity-related incentive programs, reference is made to company’s website, www.hayppgroup.com.
Majority requirements
In order for resolutions in accordance with the Board’s above to be valid, the resolutions must be supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the meeting.
The Board of Directors’ proposal regarding implementation of a new long-term incentive program for US employees (item 16)
The Board of Directors proposes that the Annual General Meeting resolves to implement a new long-term incentive program for its US employees, through the issue of warrants, in accordance with the following. The resolutions under this item are conditional upon each other and are thus proposed to be made as one resolution.
Issue of warrants (item 16a)
The Board proposes that the Annual General Meeting resolves, with deviation from the shareholders’ pre-emptive rights, to issue not more than 55,000 warrants of series 2024/2026, whereupon the company’s share capital increases by not more than approximately
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only be vested in the company or one of the company’s wholly owned subsidiaries, for subsequent transfer, free of charge, to current and future key individuals in the group. The warrants shall be issued free of charge to the subsidiary.
Each warrant entitles to subscription for one new share in the company at a subscription price
Approval of transfer of warrants (item 16b)
In order to enable the company’s delivery of warrants under the program, the Board proposes that the Annual General Meeting resolves to approve that the warrants issued in accordance with item 16(a) above, directly or indirectly, may be transferred to the participants in the program free of charge.
The program initially comprises one person. Warrants that are not transferred in the initial offer or that are subsequently repurchased may be transferred to future employees or employees who have been promoted.
Preparation of and motives for the proposal, etc
The program has been prepared by the Board in consultation with external advisors. The motives for the proposal and the reason for the deviation from the shareholders’ pre-emptive rights are to create conditions for motivating, retaining and recruiting executive management and other key individuals in the group in cases of placement abroad. The Board deems that it is in all shareholders’ interest that employees in the US are offered participation in incentive programs in order to continue the US business development as well as the exposure towards the US market. Thus, the Board deems that it is in all shareholders’ interest that employees in the US have a long-term interest of a beneficial development of the value of the company’s share.
According to Swedish Stock Market Self-Regulation Committee’s Remuneration Rules, the vesting period in share-based incentive plans shall not be less than three years. As stated above, the Board proposes that the warrants may be exercised already after two years. The rationale for this is the participant’s critical role in the expansion and success of the company, in particular given the person’s unique position and responsibilities on the US market. The participant’s previous participation in the company’s incentive plans has been of great importance for such person’s motivation, but due to tax consequences linked to the individual’s move to the US, initiated at the company’s request, the individual has had to dispose of its warrants. This unique scenario requires a special solution to ensure that the company is able to retain and motivate a key person whose efforts are essential to the company’s success on the US market. Against this background, the Board assesses that it is reasonable, and of importance to be able to motivate and retain competent personnel, to apply the shorter period of two years in order to recreate the terms applied in the incentive plan in which the individual previously participated but had to exit. This adjustment is, together with the Board’s proposal in item 15, a one-off event aimed at addressing a unique situation in a fair and appropriate manner.
The Board of
Dilution
Upon full exercise of the warrants at the terms and conditions applicable at the time of the resolution, the number of shares and votes in the company will be increased by 55,000, which corresponds to approximately 0.2 percent of the number of shares and votes in the company. Upon full exercise of all outstanding warrants in the company, including the warrants that are proposed to be issued as well as repurchased in accordance with item 13, as well as the warrants that are proposed to be issued in accordance with item 14 and 15, the number of shares and votes in the company will be increased by not more than 3,745,005, which corresponds to approximately 11.2 percent of the number of shares and votes in the company. The dilutive effect is calculated as the number of additional shares and votes upon full exercise of all warrants, in relation to the total number of shares and votes after full exercise.
Impact on key figures and costs for the company etc.
The incentive program is expected to have a marginal impact on the company’s key figures. The company’s costs for the program are thus primarily related to external advisors in connection with the implementation of the program. The warrants will be transferred free of charge in line with US regulations and market conditions. In the event the Board makes other adjustments to the program for foreign participants, such as deciding on cash settlement, the outcome of the program will affect the company’s earnings in the form of increased personnel costs.
So-called warrant agreements shall be entered into, pursuant to which warrant holder, under certain conditions, shall be obliged to offer the company to acquire the warrants, or a portion of them.
According to a preliminary valuation, the warrants’ market value corresponds to approximately
Other incentive programs
For a description of Haypp Group’s other equity-related incentive programs, reference is made to company’s website, www.hayppgroup.com.
Majority requirements
In order for resolutions in accordance with the Board’s above to be valid, the resolutions must be supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the meeting.
Share issue authorization (item 17)
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board, up and until the next Annual General Meeting, on one or several occasions and with or without pre-emptive rights for the shareholders, to resolve on the issue of new shares, provided that such issue or issues may not comprise a total of more than 10 per cent of the number of outstanding shares in the company as per the day of the Annual General Meeting. It shall also be possible to make such an issue resolution stipulating in-kind payment, the right to offset debt or other conditions. Any issue resolution under the authorization shall be made on market terms.
The purpose of the authorization is to create flexibility and to enable the Board to, as and when deemed appropriate, make new issues in order to complete strategic co-operations or acquisitions of companies or businesses.
The CEO shall be authorised to make such adjustments to this resolution that may be necessary in connection with the registration thereof.
_______________________
Shareholders’ right to obtain information
Shareholders are reminded of their right to require information under Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so via e-mail to info@hayppgroup.com or by sending post to
Number of shares and votes
There are in total 29,839,088 shares and votes in
Documentation etc.
The annual report and other supportive documentation are held available at the company’s office at Östgötagatan 12 in
Processing of personal data
For information on how your personal data is processed, see the integrity policy available on Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Haypp Group AB’s (publ) corporate registration number is 559075-6796 and its registered office is in
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
[1] Comprises 209,780 warrants of series 2021/2024 and 1,610,028 warrants of series 2022/2025.
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