The Extraordinary General Meeting (“EGM”) of
Election of new board members
The EGM resolved, in accordance with the nomination committee’s proposal, to elect Stina Ehrensvärd,
Fees to the board of directors
The EGM resolved, in accordance with the nomination committee's proposal, that the current fee levels for the board, resolved by the Annual General Meeting on
Resolution on performance stock unit program
The EGM resolved, in accordance with the board’s proposal, to implement a long-term incentive program for 2023 (“LTI 2023”). LTI 2023 is based on performance stock units (“PSUs”) and includes up to approximately 440 senior executives, key personnel and other employees within the company group.
The maximum number of PSUs that may be awarded is 700,000. Each vested PSU shall entitle the holder to receive one share in the Company. PSUs are vested yearly during a three-year period. Vesting of PSUs is subject to both a performance condition and continued employment within the Company group. The performance condition is based on that the total shareholder return reaches certain levels.
To secure the delivery of shares pursuant to LTI 2023 and to cover any costs (including taxes and social security costs), the EGM resolved, deviating from the shareholders' preferential rights, to issue a maximum of 762,598 warrants, entitling to subscription of new shares in the Company. The EGM also resolved that the Company may transfer the warrants (i) to the participants or to a designated third party, for the purpose of delivering shares to the participants in accordance with the terms and conditions of LTI 2023, including to a designated third party under a share swap arrangement, and (ii) at a price equal to the fair market value of the warrants using a customary valuation method to a designated third party for the purpose of covering any costs (including taxes and social security costs) under LTI 2023.
The maximum dilution for current shareholders due to LTI 2023 is 0.80 per cent (0.87 per cent including warrants issued to cover any costs) of the current total number of outstanding shares in the Company upon full vesting and full exercise of warrants under LTI 2023.
The resolution is conditional upon the prior registration of the merger between the Company and
Resolution on updated remuneration guidelines
The EGM resolved, in accordance with the board’s proposal, to adopt updated remuneration guidelines as an adoption prior to the merger with
The resolution is conditional upon the prior registration of the merger between the Company and
Resolution to amend the articles of association
The EGM resolved, in accordance with the board’s proposal, to adopt amended articles of association prior to the merger with
The resolution is conditional upon the prior registration of the merger between the Company and
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