The shareholders in
Special arrangements due to the risk for spread of the virus COVID-19 (coronavirus)
The board of directors has, in light of the continued spread of the coronavirus and in accordance with the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, decided that the annual general meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have only the opportunity to vote by mail prior to the annual general meeting.
Notice
Shareholders wishing to participate at the meeting must:
- be entered in the shareholders' register, kept by
Euroclear Sweden AB (theSwedish Central Securities Depository & Clearing Organisation ), on the record day which is Monday14 June 2021 ; and -
(notify the company of their attendance no later than Monday
21 June 2021 by casting their postal vote in accordance with the instructions under the heading "Postal voting" below so that the postal voting form is received by Setterwalls Advokatbyrå AB no later than that day. Please note that a notification to attend the general meeting can only be done by a postal vote.
A shareholder represented by proxy shall issue a power of attorney. Further instructions regarding this are available below under the heading "Proxy voting".
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by
Postal voting
The shareholders may exercise their voting rights at the annual general meeting only by voting in advance, so-called postal voting, in accordance with Section 22 of the Swedish Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for postal voting. The form will be available on the company's website, www.ossdsign.com. The postal voting form is considered as the notification of participation at the annual general meeting.
The completed voting form must be received by Setterwalls Advokatbyrå AB no later than Monday
The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
The shareholders may request in the postal voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of postal voting. Such general meeting shall take place if the annual general meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.
Proxy voting
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If the shareholder postal votes by proxy, the power of attorney shall be enclosed to the form. If issued by a legal entity, the power of attorney shall also be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to postal vote by proxy will be available on the company's website www.ossdsign.com.
Processing of personal data
For information regarding how your personal data is processed in connection with the annual general meeting, please refer to the privacy policy on
Proposed agenda
- Opening of the meeting and election of chairman of the meeting;
- Preparation and approval of the voting list;
- Approval of the agenda;
- Election of one or two persons who shall approve the minutes of the meeting;
- Determination of whether the meeting has been duly convened;
- Submission of the annual report and the auditor's report as well as of the consolidated financial statements and the auditor's report on the group;
- Resolution in respect of adoption of the profit and loss statement and the balance sheet as well as of the consolidated profit and loss statement and the consolidated balance sheet;
- Resolution in respect of allocation of the company's result according to the adopted balance sheet;
- Resolution in respect of the members of the board of directors' and the CEO's discharge from liability;
- Determination of the number of members of the board of directors as well as of the number of auditors;
- Determination of the fees payable to the members of the board of directors and the auditors;
- Election of members of the board of directors and auditors;
- Resolution on an authorization for the board of directors to increase the share capital;
- Resolution on implementation of a long-term incentive programme for employees and contractors by way of (i) a directed issue of warrants and (ii) approval of transfer of warrants;
- Resolution on implementation of a long-term incentive programme for board members by way of (i) a directed issue of warrants and (ii) approval of transfer of warrants;
- Closing of the meeting.
The nomination committee's and certain major shareholders' proposed resolutions
The nomination committee is composed of the chairman of the board of directors of the company (i.e.
Item 1. Election of chairman
Olof Reinholdsson (lawyer at Setterwalls Advokatbyrå AB) is proposed as chairman of the meeting, or if he is unable to attend the meeting, any other person proposed by the board of directors.
Items 10-12. Election of and remuneration to the board of directors and auditors
The board of directors today consists of the following five (5) ordinary members without deputy members:
It is proposed that the fees payable to the board of directors for the period until the end of the next annual general meeting shall amount to a total of
It is proposed that the company's auditor shall be paid in accordance with approved invoices.
All current board members are proposed to be re-elected until the end of the next annual general meeting. Furthermore,
The accounting firm
Item 15. Resolution on implementation of a long-term incentive programme for board members by way of (i) a directed issue of warrants and (ii) approval of transfer of warrants
Certain major shareholders in
Main terms of the incentive programme
The incentive programme shall encompass four out of the five existing board members in the company (the "Participants"). The incentive programme does not encompass
The incentive programme entails that Participants, who have entered into an agreement with the
The Warrant Agreement will include a so called vesting structure, a re-purchase right for the
Each warrant shall entitle the warrant holder to subscribe for one (1) new share in the company.
The subscription price per new share is to be determined based on a certain percentage (120-140%) of the volume weighted average trading price for the company's share on Nasdaq First North Growth Market during a period of ten (10) trading days before the annual general meeting on
The warrants may be exercised for subscription of new shares during the period from and including
The rationale for the incentive programme
This proposal has been presented considering that the company competes for qualified board members in an internationally competitive market. The overall purpose is to align the interests of the members of the board of directors with those of the shareholders and thereby create maximum long-term value adding commitment. The incentive programme is also intended to create a long-term focus on increase in earnings and growth amongst the Participants.
As of today, there is one share related incentive programme for the board members covered by this proposal in the form of warrants issued in 2019, which will expire in 2022 ("Warrant programme 2019/2022:2"). Please refer to "Existing share related incentive programmes" in the board of directors' proposal on implementation of a long-term incentive programme for employees and contractors for more information.
This proposal has been presented in view of the share price development and the assessment that Warrant programme 2019/2022:2 no longer fulfils its purpose and will not entail any dilution for existing shareholders.
Existing share related incentive programmes
As of today, there are three different share related incentive programmes for employees and contractors out of which there are two different warrant programmes from 2016 and 2019, respectively, expiring in 2021 and 2022, respectively, and one employee stock option programme (so called qualified employee stock options which are held by Swedish employees only) from 2019 which expires in 2022. In addition, there is one share related incentive programme for board members in the form of warrants issued in 2019, which will expire in 2022 (i.e. Warrant programme 2019/2022:2). Please refer to "Existing share related incentive programmes" in the board of directors' proposal on implementation of a long-term incentive programme for employees and contractors for more information.
Costs, dilution, etc.
There are costs associated with the incentive programme in respect of valuation, consultancy services and costs for registration and practical management of the programme. There should not be any security costs or similar payable by the Group.
Other than the warrants and employee stock options described under "Existing share related incentive programmes" above, there are no share or share price related incentive programmes outstanding in the company as of today.
Upon full subscription, transfer and exercise of all 799,041 issued warrants, a total of 799,041 new shares will be issued in the company (subject to potential recalculations in accordance with customary terms and conditions applicable for the warrants). This would lead to a dilution corresponding to approximately 1.38 percent of the total share capital and number of shares and votes in the company (calculation based on the share capital and number of shares and votes in the company following registration of the new shares from the rights issue (incl. the over-allotment option) the outcome of which was announced by the company on
Accounting for the new shares that may be issued under the proposed incentive programme, the key ratio earnings per share for the full year 2020 had then been changed in such way that the result per share had been changed from
The above calculations regarding dilution and impact on key ratios are subject to recalculations in accordance with the customary recalculation terms set out for the programme.
Preparation of the proposal
This proposal has been prepared by certain major shareholders together with external consultants. The final proposal has been presented by said shareholders.
Majority requirements
The proposed incentive programme is subject to the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the annual general meeting.
A. Directed issue of warrants
- The company shall issue no more than 799,041 warrants of series 2021/2024:2.
-
Each warrant entitles to subscription of one (1) new share in the company, each with a quotient value of
SEK 0.0625 . If all warrants are subscribed, transferred to and exercised by the Participants for subscription of new shares, the company's share capital will increase bySEK 49,940.0625 (subject to potential recalculations in accordance with customary terms and conditions to be applicable in relation to the warrants). - The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by the company and/or any of its subsidiaries after which they are to be transferred to the Participants in accordance with the resolution adopted by the general meeting. The reason for the deviation from the shareholders' preferential rights is that the warrants are to be used within the proposed incentive programme.
-
Subscription of warrants shall be made on a subscription list on
31 July 2021 at the latest. The board of directors shall be entitled to prolong the subscription period. -
The company is not to pay any subscription price for the warrants. Any subsidiary subscribing for warrants shall pay a subscription price corresponding to the theoretical market value of the warrants, calculated by an independent valuation agent engaged by the company by use of the Black & Scholes valuation model. The value of the underlying share shall be determined by use of the same period for measurement as used in relation to the establishment of the subscription price for new shares in accordance with item 7 below. Payment is to be made in connection with subscription of warrants and not later than on
31 July 2021 . The board of directors shall be entitled to prolong the time period for payment. -
The warrants may be exercised for subscription of new shares during the period from and including
1 July 2024 until and including31 December 2024 . -
The subscription price per new share is to be determined based on a certain percentage (120-140%) of the volume weighted average trading price for the company's share on Nasdaq First North Growth Market during a period of ten (10) trading days before the annual general meeting on
22 June 2021 . If no trading price is recorded for a particular trading day within the specified period, such day shall not be taken into account, but the period shall instead be extended forwards in time with the number of succeeding trading days required for the period to comprise ten (10) trading days with a recorded trading price. If the volume weighted average trading price is belowSEK 12 , the subscription price shall be determined to 140 percent of the volume weighted average trading price. If the volume weighted average trading price is not less thanSEK 12 but belowSEK 14 , the subscription price shall be determined to 130 percent of the volume weighted average trading price. If the volume weighted average trading price is not less thanSEK 14 , the subscription price shall be determined to 120 percent of the volume weighted average trading price. The subscription price thus calculated shall be rounded off to the nearest wholeSEK 0.01 , whereuponSEK 0.005 shall be rounded upwards. The subscription price may never be below the quotient value of the shares. - The warrants shall also be subject to the terms and conditions set forth in the schedule to the complete proposal.
- The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
B. Approval of transfer of warrant to the Participants
A resolution to issue warrants in accordance with this proposal also includes an approval of the transfer of warrants to the Participants.
The warrants are to be transferred to the Participants against a premium payable by the Participants corresponding to the theoretical market value of the warrants as of the date of transfer, calculated by an independent valuation agent engaged by the company by use of the Black & Scholes valuation model. Warrants may be transferred to the Participants free-of-charge provided that it does not entail negative tax consequences for the Group (only applicable with respect to Participants in other jurisdictions than
The Participants may be allocated warrants as set forth below. No Participant may be offered a higher number of warrants than the maximum allocation set forth below.
Category | Maximum number of warrants per Participant | Maximum number of warrants within the respective category |
Chairman of the board of directors | 285,372 | 285,372 |
Other board members (3 persons) | 171,233 | 513,669 |
A Participant can choose to acquire a lower but not a higher number of warrants than offered to the Participant.
For Participants in other jurisdictions than
The board of directors' proposed resolutions
The board of directors of the company has presented the following proposed resolutions in relation to items 2, 4, 8, and 13-14 in the proposed agenda.
Item 2. Preparation and approval of the voting list
The voting list that is proposed for approval is the voting list to be prepared by Setterwalls Advokatbyrå AB on behalf of the company, based on the shareholders' register for the general meeting kept by
Item 4. Election of one or two persons who shall approve the minutes of the meeting
The board of directors' proposes that [name] [and [name]], [is/are] to be appointed as person[s] verifying the minutes together with the chairman of the general meeting, or in the event [he/any of the aforementioned] is prevented from doing so, the person(s) the board of directors appoints instead. A person appointed to verify the minutes shall, apart from approving the minutes of the general meeting together with the chairman of the general meeting, check the voting list and that the result of received votes are correctly reflected in the minutes of the general meeting.
Item 8. Allocation of the company's profits
The board of directors proposes that the Company's result shall be carried forward in new account and that no dividend shall be paid for the financial year 2020.
Item 13. Resolution on an authorisation for the board of directors to increase the share capital
The board of directors proposes that the general meeting resolves on an authorisation for the board of directors to - for the period up to the next annual general meeting, with or without deviation from the shareholders' preferential rights and at one or more occasions - resolve upon issuance of new shares, warrants and/or convertible debentures. Payment may be made in cash, in kind, through set-off of claims or otherwise be conditional. The company's share capital may by support of the authorisation be increased by an amount corresponding to not more than ten (10) per cent of the share capital after such issue(s). Deviation from the shareholders' preferential rights shall be allowed in situations where a directed issue is deemed more appropriate for the company due to timing, commercial or similar reasons, and in order to enable acquisitions.
The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office. A valid resolution requires that the proposal is supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as of all shares represented at the meeting.
Item 14. Resolution on implementation of a long-term incentive programme for employees and contractors by way of (i) a directed issue of warrants and (ii) approval of transfer of warrants
The board of directors of
Main terms of the incentive programme
The incentive programme shall encompass existing and future employees in and contractors of the Group (the "Participants"). Board members of the company will not be allowed to participate. The incentive programme will comprise around ten (10) Participants in total.
The incentive programme entails that Participants, who have entered into an agreement with the
The Warrant Agreement will include a so called vesting structure, a re-purchase right for the
Each warrant shall entitle the warrant holder to subscribe for one (1) new share in the company.
The subscription price per new share is to be determined based on a certain percentage (120-140%) of the volume weighted average trading price for the company's share on Nasdaq First North Growth Market during a period of ten (10) trading days before the annual general meeting on
The warrants may be exercised for subscription of new shares during the period from and including
The rationale for the incentive programme
The board of directors is of the opinion that share related incentive programmes strengthens the retention of those participating and motivates them to create shareholder value. The board of directors assess that these objectives are in line with all shareholders' interests.
As of today, there are three different share related incentive programmes for employees and contractors out of which there are two different warrant programmes from 2016 and 2019, respectively, expiring in 2021 and 2022, respectively, and one employee stock option programme (so called qualified employee stock options) from 2019 which expires in 2022. Please refer to "Existing share related incentive programmes" below for more information.
This proposal has been presented in order to enable new-recruits the possibility to participate in a share related incentive programme and, as regards persons already participating in existing share related incentive programmes, in view of the share price development and the board of directors' assessment that they no longer fulfil their purpose and will not entail any dilution for existing shareholders.
Support for participation
Existing share related incentive programmes
As of today, there are three different share related incentive programmes for employees and contractors out of which there are two different warrant programmes from 2016 and 2019 (divided into 2019/2022:1A and 2019/2022:1B), respectively, expiring in 2021 and 2022, respectively, and one employee stock option programme (so called qualified employee stock options which are held by Swedish employees only) from 2019 which expires in 2022. In addition, there is one share related incentive programme for board members in the form of warrants issued in 2019, which will expire in 2022 ("Warrants 2019/2022:2" in the table set forth below).
When issued, each warrant and employee stock option entitled to one share. The different programmes are subject to so called recalculation terms pursuant to which the number of shares each warrant and employee stock option entitles to and the amount to be paid for such shares may be adjusted. The table below sets forth the total number of warrants and employee stock options outstanding as of today as well as the number of new shares in the company in the event such warrants and employee stock options were to be exercised, whereby adjustments in accordance with applicable recalculation terms until the date hereof have been taken into account.
Programme | Number of share related instruments | Maximum number of new shares* | Price per share | Exercise period |
Warrants 2016/2021 | 3,906 | 62,496 (each warrant entitles to 16 new shares) | ||
Employee stock options 2019/2022 | 171,262 | 215,790 (each employee stock option may entail 1.26 new shares) | ||
Warrants 2019/2022:1A | 330,295 | 416,171 (each warrant entitles to 1.26 new shares) | ||
Warrants 2019/2022:1B | 61,166 | 61,166 (each warrant entitles to one (1) new share) | ||
Warrants 2019/2022:2 | 305,830 | 385,345(each warrant entitles to 1.26 new shares) |
* Pursuant to the Swedish Companies Act, it is not possible to issue fractions of new shares meaning that any excess fractions will be disregarded in the event that warrants and employee stock options are exercised leading to a lower maximum number of new shares. Where applicable, the maximum number of shares have been rounded off downwards to the nearest whole number.
If all warrants and employee stock options were to be exercised, the company's share capital would increase with
Costs, dilution, etc.
There are costs associated with the incentive programme in respect of valuation, consultancy services and costs for registration and practical management of the programme.
In addition to the above, the company's costs for the programme may include social security costs in relation to the part directed to Participants resident in the
Potential costs in relation to Participants resident in the
Costs in relation to any repayment of up to 50 percent of the acquisition cost for the warrants are appraised to a maximum of approximately
Other than the warrants and employee stock options described under "Existing share related incentive programmes" above, there are no share or share price related incentive programmes outstanding in the company as of today.
Upon full subscription, transfer and exercise of all 3,024,945 issued warrants, a total of 3,024,945 new shares will be issued in the company (subject to potential recalculations in accordance with customary terms and conditions applicable for the warrants). This would lead to a dilution corresponding to approximately 5.03 percent of the total share capital and number of shares and votes in the company (calculation based on the share capital and number of shares and votes in the company following registration of the new shares from the rights issue (incl. the over-allotment option) the outcome of which was announced by the company on
Accounting for the new shares that may be issued under the proposed incentive programme, the key ratio earnings per share for the full year 2020 had then been changed in such way that the result per share had been changed from
The above calculations regarding dilution and impact on key ratios are subject to recalculations in accordance with the customary recalculation terms set out for the programmes.
Preparation of the proposal
This proposal has been prepared by the board of directors together with external consultants. The final proposal has been presented by the board of directors.
Majority requirements
The proposed incentive programme is subject to the provisions in Chapter 16 of the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), and a valid resolution therefore requires that the proposal is supported by shareholders representing at least nine-tenths (9/10) of the votes cast as well as of all shares represented at the annual general meeting.
A. Directed issue of warrants
- The company shall issue no more than 3,024,945 warrants of which no more than 2,825,185 warrants of series 2021/2024:1A and no more than 199,760 warrants of series 2021:2024:1B.
-
Each warrant entitles to subscription of one (1) new share in the company, each with a quotient value of
SEK 0.0625 . If all warrants are subscribed, transferred to and exercised by the Participants for subscription of new shares, the company's share capital will increase bySEK 189,059.0625 of whichSEK 176,574.0625 in relation to warrants of series 2021/2024:1A andSEK 12,485 in relation to warrants of series 2021:2024:1B (subject to potential recalculations in accordance with customary terms and conditions to be applicable in relation to the warrants). - The warrants may, with deviation from the shareholders' preferential rights, only be subscribed for by the company and/or any of its subsidiaries after which they are to be transferred to the Participants in accordance with the resolution adopted by the general meeting and instructions from the company's board of directors. The reason for the deviation from the shareholders' preferential rights is that the warrants are to be used within the proposed incentive programme.
-
Subscription of warrants shall be made on a subscription list on
31 July 2021 at the latest. The board of directors shall be entitled to prolong the subscription period. -
The company is not to pay any subscription price for the warrants. Any subsidiary subscribing for warrants shall pay a subscription price corresponding to the theoretical market value of the warrants, calculated by an independent valuation agent engaged by the company by use of the Black & Scholes valuation model. The value of the underlying share shall be determined by use of the same period for measurement as used in relation to the establishment of the subscription price for new shares in accordance with item 7 below. Payment is to be made in connection with subscription of warrants and not later than on
31 July 2021 . The board of directors shall be entitled to prolong the time period for payment. -
The warrants may be exercised for subscription of new shares during the period from and including
1 July 2024 until and including31 December 2024 . -
The subscription price per new share is to be determined based on a certain percentage (120-140%) of the volume weighted average trading price for the company's share on Nasdaq First North Growth Market during a period of ten (10) trading days before the annual general meeting on
22 June 2021 . If no trading price is recorded for a particular trading day within the specified period, such day shall not be taken into account, but the period shall instead be extended forwards in time with the number of succeeding trading days required for the period to comprise ten (10) trading days with a recorded trading price. If the volume weighted average trading price is belowSEK 12 , the subscription price shall be determined to 140 percent of the volume weighted average trading price. If the volume weighted average trading price is not less thanSEK 12 but belowSEK 14 , the subscription price shall be determined to 130 percent of the volume weighted average trading price. If the volume weighted average trading price is not less thanSEK 14 , the subscription price shall be determined to 120 percent of the volume weighted average trading price. The subscription price thus calculated shall be rounded off to the nearest wholeSEK 0.01 , whereuponSEK 0.005 shall be rounded upwards. The subscription price may never be below the quotient value of the shares. - Warrants of series 2021/2024:1A and series 2021:2024:1B shall also be subject to the terms and conditions set forth in the schedules to the board of directors´ complete proposal.
- The chairman of the board of directors, the CEO or a person appointed by the board of directors shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
B. Approval of transfer of warrants to the Participants
A resolution to issue warrants in accordance with this proposal also includes an approval of the transfer of warrants to the Participants.
The warrants are to be transferred to the Participants against a premium payable by the Participants corresponding to the theoretical market value of the warrants as of the date of transfer, calculated by an independent valuation agent engaged by the company by use of the Black & Scholes valuation model. Warrants may be transferred to the Participants free-of-charge provided that it does not entail negative tax consequences for the Group (only applicable with respect to Participants in other jurisdictions than
The board of directors of the company shall resolve upon allocation to Participants in accordance with the guidelines set forth below. No Participant may be offered a higher number of warrants than the maximum allocation set forth below.
Category | Maximum number of warrants per Participant | Maximum number of warrants within the respective category |
CEO | 1,712,235 | 1,712,235 |
CFO | 428,058 | 428,058 |
Other senior management and key individuals (around 8 persons) | 142,686 | 884,652 |
A Participant can choose to acquire a lower but not a higher number of warrants than offered to the Participant.
For Participants in other jurisdictions than
Number of shares and votes in the company
The total number of registered shares in the company at the time of issuance of this notice is [51,837,920]. In addition, [5,236,584] new shares about to the registered with the Swedish Companies Registration Office following registration of all new shares from the rights issue (incl. the over-allotment option) the outcome of which was announced by the company on
Shareholders' right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda or of the company's economic situation. Such duty to provide information also comprises the company's relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence. A request for such information shall be made in writing no later than on Saturday
Documentation
The financial accounts, auditor's report, complete proposals and other documents to be dealt with at the general meeting will be kept available at the company's office not later than three weeks before the meeting. The documents will be sent free of charge to shareholders who so request and state their postal address. The documents will also be made available not later than the aforementioned date on the company's website www.ossdsign.com. All the above mentioned documents will also be presented at the general meeting.
_____
The board of directors
For further information, please contact:
Mob: +46 73 382 43 90
morten.henneveld@ossdsign.com
Certified Adviser:
The information was submitted for publication, through the agency of the contact persons set out above, on
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