Bulletin from the annual shareholders’ meeting in Polygiene AB on May 15, 2020
15 May 2020 Regulatory Information
Resolution on adoption of accounts and distribution of the company’s profit
The annual shareholders’ meeting resolved to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet. The annual shareholders’ meeting also resolved to distribute the company’s profit in accordance with the proposal from the board meaning that no dividends are paid for the financial year 2019 and that available funds are carried forward.
Discharge from liability for the members of the board and the CEO
The annual shareholders’ meeting resolved to discharge the members of the board and the CEO from liability for the financial year 2019.
Election of board members and auditor as well as remuneration for the board members and auditor
The annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Jonas Wollin, Håkan Lagerberg, Martin Kössler and Ebba Fåhraeus as ordinary board members and to elect Johan Thiel as new ordinary board member. Jonas Wollin was re-elected as Chairman of the board. Remuneration to the board shall be paid with SEK 225,000 to the Chairman of the board and with SEK 125,000 to each of the other board members. Daniel Röme had declined re-election as board member.
Furthermore, the annual shareholders’ meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Grant Thornton Sweden AB as auditor and that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice. Grant Thornton Sweden AB has informed that Per Kjellander will continue to be appointed as the responsible auditor.
Resolution on authorization regarding issues
The annual shareholders’ meeting resolved, in accordance with the proposal from the board of directors, to authorize the board of directors, up until the next annual shareholders’ meeting, at one or several occasions, with or without deviation from the shareholders’ preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to issue shares, convertibles and/or warrants. The reason for why a deviation from the shareholders’ preferential rights should be possible is to enable the company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances. The total number of shares that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) pursuant to the authorization shall not exceed 2,279,556 shares, which corresponds to a dilution of approximately 10 per cent calculated on the current number of shares. In case the authorization is used for a new issue with deviation from the shareholders’ preferential rights, the issue shall be made on market terms.
Resolution on amendment of the Articles of Association
he annual shareholders’ meeting resolved, in accordance with the proposal from the board of directors, to amend § 1 in the Swedish version of the Articles of Association so that “firma” is replaced with “företagsnamn”, § 7 so that the provision, due to an anticipated upcoming legislative change, does not stipulate on which date the record date shall occur, and § 10 due to a name change of the act to which § 10 refers to.
Resolution on implementation of a warrant program by way of (A) directed issue of warrants; and (B) approval of transfer of warrants
The annual shareholders’ meeting resolved, in accordance with the proposal from the board of directors, to implement a warrant program for employees and consultants in the company based on issue and transfer of warrants.
The warrant program shall comprise a maximum of 300,000 warrants. Each warrant shall entitle to subscription of one new share in the company. The subscription price per share shall correspond to 200 per cent of the volume weighted average price according to Nasdaq First North Growth Market’s official price list for shares in the company during the period as from and including 18 May 2020 to and including 26 May 2020. Subscription of shares by virtue of the warrants may be effected as from 1 June 2023 up to and including 30 June 2023.
The warrants shall be issued to a wholly owned subsidiary to the company against cash consideration which shall correspond to the warrant’s fair market value calculated in accordance with the Black Scholes formula. The calculation of the fair market value of the warrants shall be established by Öhrlings PricewaterhouseCoopers AB in connection with the expiration of the measurement period on 26 May 2020. Transfer to participants under the warrant program shall be made against cash consideration which shall correspond to the fair market value of the warrant calculated in accordance with the Black Scholes formula.
The reasons for the implementation of the warrant program and the deviation from the shareholders’ preferential rights are to be able to create possibilities for the company to retain competent staff through the offering of a long term ownership engagement for the employees and consultants in the company. Such ownership engagement is expected to stimulate the employees and consultants in the company to an increased interest for the business and the earnings trend as well as to increase the feeling of connectedness with the company. Since the warrants in the warrant program will be transferred to the participants at the fair market value, the company’s assessment is that the company will not incur any social costs in relation to the warrant program. The costs related to the warrant program will hence only be composed of limited costs for implementation and administration of the program. In case all warrants issued within the warrant program are utilized for subscription of new shares, a total of 300,000 new shares will be issued, which corresponds to a dilution of approximately 1.4 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under the warrant program.
Malmö on May 15, 2020
Polygiene AB (publ)
This information was submitted for publication, through the agency of the contact person set out above, at May 15, 2020, at 14:00 CEST. The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.