Notice to attend annual general meeting in
The shareholders of
Information related to the corona virus
To minimise the risk of spreading the corona virus, no food and beverages will be served at the Meeting. Participation of board members and company management will be restricted to online where possible. Shareholders who do not wish to attend the Meeting in person can either vote by post or via a representative.
Participation
Shareholders wishing to attend the Meeting shall:
• be entered in the share register maintained by
• notify the Company of their intention to attend the Meeting not later than on
When giving notice of attendance, shareholders shall state name, personal identification number/corporate registration number, address, phone number, number of shares and, where relevant, information on accompanying advisors (not more than two). The notice of attendance shall also include, where relevant, e.g., in respect of legal entities, complete documents of authority such as certificates of registration or similar.
Nominee-registered shares
Shareholders whose shares are registered in the name of a bank or another nominee must temporarily register their shares for voting in their own name to be entitled to attend the Meeting. The nominee must have completed the registration with
Proxies, etc.
Shareholders represented by proxy must authorize such proxy by issuing a dated power of attorney. The power of attorney may be valid for up to five years if that is specifically set forth therein. If no period of validity is set out, the power of attorney is valid for a maximum of one year. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration, or equivalent, must be enclosed. The power of attorney in original and any certificate of registration should be sent by mail to the Company at the above address well in advance of the Meeting. A template proxy form is available on the Company’s website www.kollect.ie.
Postal voting
Provisional legislation effective as from
Personal data obtained from notifications, proxies, postal voting forms and the share register kept by
Number of shares
At date of this notice, the Company’s share capital amounts to
Proposed agenda
The board of directors’ proposed agenda for the Meeting:
1. Opening of the Meeting
2. Appointment of chairman of the Meeting
3. Preparation and approval of the register of voters
4. Approval of the agenda
5. Appointment of one or two persons to verify the minutes of the Meeting
6. Determination of whether the Meeting has been duly convened
7. Presentation of the annual accounts and the auditor’s report on the annual accounts and the consolidated accounts and the auditor’s report on consolidated accounts and, in connection therewith, the Managing Director’s statement
8. Resolutions regarding:
a) approval of the profit and loss account and the balance sheet and the consolidated profit and loss account and the consolidated balance sheet;
b) allocation of the Company’s profit or loss in accordance with the adopted balance sheet; and
c) discharge of liability for the members of the Board of Directors and the Managing Director
9. Determination of fees for the board of directors and auditors
10. Election of board of directors and auditor
11. Resolution on implementation of an incentive program by way of a directed issue of warrants and approval of transfer of warrants
12. Resolution on amending the articles of association
13. Resolution on authorization for the board of directors to resolve on issues of shares, warrants and convertibles
14. Resolution to authorize the board of directors to undertake minor adjustments of the resolutions
15. Closing of the Meeting
Appointment of Chairman of the Meeting (item 2)
The board of directors proposes that Johan Engström is appointed as the chairman of the Meeting.
Preparation and approval of the register of voters (item 3)
The board of directors proposes that the voting register including all shares represented at the Meeting, by proxies or incoming postal voting shall be approved.
Appointment of one or two persons to verify the minutes of the Meeting (item 5)
The board of directors proposes that
Allocation of the Company’s profit or loss (item 8 b)
The board of directors proposes no dividend for the financial year that ended on
Determination of fees for members of the board of directors and auditors (item 9)
The board of directors proposes that the remuneration to the chairperson shall be
Election of board of directors and auditor (items 10)
The board of directors proposes:
• that the board of directors is to be composed of three (3) directors;
• that John O’Connor is re-elected as director of the board and that
• that
Andrew is a successful Irish entrepreneur and businessman, including a prominent e-commerce business, and through
Mary is a Senior Managing Director at
The board of directors proposes that the registered accounting firm
Resolution on implementation of an incentive program by way of a directed issue of warrants and approval of transfer of warrants (item 11)
(A) Implementation of an incentive program
The board of directors proposes that the Meeting resolves to implement a share-related incentive program for certain employees in the Company's subsidiary Kollect on
1. The Incentive Program 2022/2025 comprises certain employees of the Subsidiary (the "Participants") and is based on warrants issued by the Company. No directors of the Company (apart from the CEO as capacity as an employee) nor its Subsidiaries will be allowed to participate. The incentive program will include approximately 30 Participants in total and the warrants shall be offered in accordance with the following principles:
a. The CEO A maximum of 66,720 warrants
b. Senior Management (4 Participants) A maximum of 126,768 warrants
c. Management (7 Participants) A maximum of 90,072 warrants
d. Staff (up to 18 Participants) A maximum of 50,040 warrants
2. Allotted warrants are vested for a period of three years, i.e., one-third each year.
3. Vesting requires that the Participant is still employed by the Subsidiary and has not terminated the employment on the day when the respective vesting takes place. In the event that a Participant ceases to be employed or terminate their employment with the Subsidiary before a vesting day, vested warrants may be exercised at the ordinary time for exercise as described below, but further vesting will not take place.
4. The warrants are granted free of charge.
5. Participants can exercise allotted and vested warrants during a period of 25 days after the release of the Q2 report 2025.
6. The warrants shall be regulated in separate agreements with the respective Participant. The agreement shall, inter alia, include provisions regarding good and bad leaver and restriction on transfer of the warrants. The board of directors shall be responsible for the design and management of the incentive program within the framework of the above-mentioned principal terms and conditions.
In order to implement the Incentive Program 2022/2025, the board of directors proposes that the Meeting resolves to approve the terms and conditions of the Incentive Program 2022/2025 under this item (A) and that the Meeting resolves on a directed issue of warrants to Kollect on
(B) Resolution on a directed issue of warrants to Kollect on
1. The Company shall issue no more than 333 600 warrants. Each warrant entitles to subscription of one (1) new share in the Company. If all warrants are subscribed, transferred to and exercised by the Participants for the subscription of new shares, the Company's share capital will increase by
2. The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by Kollect on
3. Subscription of warrants shall be made by Kollect on
4. Kollect on
5. The warrants may be exercised for subscription of new shares during the period commencing on the day the Company releases its Q2 report in 2025 and the following 25 days. Subscription of new shares may not take place during so-called closed periods according to the EU Market Abuse Regulation, or otherwise in breach of relevant insider rules and regulations (including the Company's internal guidelines in this respect). Warrants that have not been exercised for subscription of shares by the last day of the exercise period shall lapse.
6. Each warrant shall entitle the Participants to subscribe for one new share in the Company at a subscription price amounting to 130 per cent of the volume weighted average price (VWAP) of the
7. The warrants shall be transferred to the Participants in accordance with instructions from the Company's board of directors in accordance with the principles set forth below.
8. The shares that are added through the exercise of warrants entitle the Participant to dividend from the first record date for dividends that occur after the share has been entered into the Company's share register.
9. The warrants shall be subject to additional terms and conditions, including customary recalculation conditions. As a result, the subscription price of the new shares and the number of shares that each warrant entitles to may be subject to recalculation as a result of certain events, e.g., split, combination and rights issues.
10. Upon full exercise of the warrants the shares in the Company will increase by 333,600, which corresponds to a dilution of approximately 3,30 per cent.
(C) Resolution on approval of transfer of warrants to the Participants
A resolution to implement the Incentive Program 2022/2025 by way of issuing warrants in accordance with this proposal also includes an approval of transfer of warrants to the Participants. The board of directors proposes that the Meeting resolves to approve of transfer of warrants from Kollect on
Background and reasoning
The reason for the adoption of the Incentive Program 2022/2025 and the deviation from shareholders’ pre-emptive right to subscribe for new warrants is to be able to create opportunities for the Company and its subsidiary to retain competent personnel by offering a long-term ownership commitment for the employees. Such ownership involvement is expected to stimulate employees to increase their interest in the business and the earnings trend and increase the sense of belonging to the Company.
Preparation of the proposal
The principles of the Incentive Program 2022/2025 have been developed by the Company's board of directors without the participation of John O’Connor. The proposal has been prepared with support of external advisors and after consultations with shareholders. The board of directors has thereafter decided to submit this proposal to the Meeting. Excluding those who prepared the matter as instructed by the board, no employee who may be covered by the program has participated in the preparation of the proposal’s terms.
Costs and effects on key figures
Since the Incentive Program 2022/2025 only includes foreign employees, the board of directors considers that the program will not cause any costs in the form of accounting costs or social security contributions. The Incentive program will however cause certain administrative costs related to the preparation of the proposal, registration, and subscription of new shares with support of the warrants. The Incentive Program is not expected to have any effects on the Company's key figures.
Other incentive programs
The Company has one other incentive program adopted by the annual general meeting in 2021.
A valid resolution pursuant to this item 11 requires that the resolution be supported by shareholders with at least nine-tenths 9/10 of both the votes cast and the number of shares represented at Meeting.
Resolution on amending the articles of association (item 12)
The board of directors proposes that the Meeting resolves to introduce a new paragraph 10 in the articles of association to enable participation in general meetings by postal voting and for the Company to collect proxies. The proposed amendment to the articles of association is set out below.
Proposed wording |
§ 10 The board of directors may decide that the shareholders may exercise their voting rights by postal voting prior to general meetings in accordance with Chapter 7 Section 4 a of the Companies Act. The board of directors may also collect proxies in accordance with the procedure laid down in Chapter 7 section 4 of the Companies Act. |
The above proposal for a new wording of the articles of association also entails a change in the numbering as a result of the introduction of a new paragraph 10.
A resolution in relation to this item 12 is valid only if supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the Meeting.
Authorization for the board of directors to resolve on issues of shares, warrants and convertibles (item 13)
It is proposed that the Meeting authorizes the board of directors to resolve – at one or several occasions and for the time period until the next annual general meeting – to increase the Company’s share capital by new share issues and to issue warrants and/or convertible bonds, to the extent possible according to the Company’s articles of association, as applicable.
New share issues, as well as issues of warrants and convertible bonds, may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions pursuant to Chapter 2 section 5 of the Swedish Companies Act. Pursuant to Chapter 16 of the Swedish Companies Act, the Board of Directors may not by virtue of this authorization resolve on issues to board members and/or employees in the Company.
The purpose of the authorization is to increase the financial flexibility of the Company and the acting scope of the board of directors. Should the board of directors resolve on an issue with deviation from the shareholders' preferential rights, the reason shall be to enable the external raising of capital (through new owners of strategic importance for the Company or otherwise) for the financing of the Company’s business, commercialization and development of the Company’s products and intellectual property rights and/or acquisitions of other companies or businesses.
A resolution in relation to this item 13 is valid only if supported by shareholders holding not less than two-thirds (2/3) of both the votes cast and the shares represented at the Meeting.
Resolution to authorize the Board of Directors to undertake minor adjustments of the resolutions (item 14)
The Board of Directors proposes that the Meeting authorizes the board of directors, the CEO or a person otherwise designated by the board, to undertake such minor adjustments and clarifications of the decisions made at the Meeting to the extent required for registration of the resolutions.
Documents and information
Pursuant to Chapter 7, Section 32 of the Swedish Companies Act, shareholders have the right to request information from the board of directors and the managing director at the Meeting regarding circumstances which may affect the assessment of a matter on the agenda and circumstances which may affect the assessment of the Company’s financial position. The board of directors and the managing director are obliged to provide such information provided that the Board of Directors considers that it will not entail any significant harm to the Company. This obligation also applies in relation to group companies, group accounts and such other circumstances mentioned above in respect of group companies.
The annual report, group financial statements and the auditor’s report etc. will be available at the Company’s office and on the Company’s website no later than three weeks before the Meeting. Copies of the aforementioned documents will also be sent to the shareholders who so request and inform the Company of their mailing address and the documents will be available at the Meeting. The documents will be presented at the Meeting.
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The board of directors
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