Annual General Meeting in Realfiction Holding AB
The Annual General Meeting in Realfiction Holding AB held today decided in accordance with the board’s and shareholders’ proposals and the following resolutions were adopted.
Resolution on adoption of the financial statements, disposal of the result and discharging the Board members and the CEO from liability
The Meeting adopted income statements, balance sheets and the proposal of the Board of Directors and the CEO that no dividend is to be distributed for the financial year 2021 and that the loss for the year should be carried forward. The Meeting furthermore discharged the Board members and the CEO from liability vis-à-vis the Company.
Board of Directors and Auditors
The Meeting re-elected Michael Kjær, Søren Jørgensen, Lars Bentsen Møller, Clas Dyrholm and Peter Simonsen as ordinary board members.
Michael Kjær was re-elected as Chairman of the Board.
Directors’ fees were set at an amount of DKK 150,000 per year to the Chairman and DKK 75,000 per year to each of the other board members.
Election of the accounting firm Mazars AB was resolved for a one year period of mandate, consequently up to and including the Annual General Meeting 2023, whereby the accounting firm has informed that authorised public accountant Anders O Persson will be the auditor in charge. Fees to the auditors will be paid in accordance with approved invoices.
Resolution on authorisation for the Board of Directors regarding new issues
The Board of Directors was authorised to, at one or several occasions during the time up until the next Annual General Meeting, resolve on issuance of new shares, share option rights and/or convertibles up to 15 per cent of the total amount of outstanding shares at the time when the Board used the authorization for the first time. The CEO was authorised to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office.
Resolution on (A) option program for a key consultant in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants
The Annual General Meeting resolved in accordance with the board’s proposal on (A) option program for a key consultant in the subsidiary Realfiction Lab ApS; and (B) directed issue of warrants and approval of transfer of warrants. The option program shall comprise a maximum of 100,000 options. In order to secure the delivery of shares under the option program, a maximum of 100,000 warrants shall be issued. With deviation from the shareholders’ preferential rights, the right to subscribe for the warrants shall vest in the subsidiary Realfiction Lab ApS. The reason for the deviation from the shareholders’ preferential rights is that the warrants are issued as part of the implementation of the option program. Subscription shall be made no later than 15 July 2022. The warrants shall be issued to the subsidiary at a subscription price corresponding to the fair market value of the warrants at the time of subscription, which shall be determined in accordance with the Black & Scholes valuation formula. Payment for the warrants shall be made against cash consideration.
Each warrant entitles to subscription of one share in the company at a subscription price of SEK 12 per share. Subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 31 December 2027.
The participant in the option program shall be allotted 100,000 options. Allotment shall take place no later than 15 July 2022. The allotted option shall be subject to both a time-based vesting and a performance-based vesting as follows. A pre-condition for any options being vested is that the participant is still providing services to the Lab Subsidiary on 31 January 2024. In addition to the time-based vesting condition, vesting is further conditional upon that four performance-targets are met, where the fulfilment of each performance target will entitle to vesting of 25 per cent of the total number of options allotted. The four performance targets relate to development and manufacturing milestones of holographic displays using the Lab Subsidiary’s ECHO technology. Vesting upon fulfilment of a performance target is also conditional upon that the participant is still providing services to the Lab Subsidiary at the date when the relevant performance target is met. However, due to the time-based vesting condition, the first vesting will in no event occur earlier than 31 January 2024 irrespective of whether a performance target is met before such date.
The options shall be allotted without consideration.
The holder can exercise allotted and vested options during 30 days from the day following after the announcement of the company’s quarterly reports. If the company does not render any quarterly report or year-end report after the end of any calendar quarter, the allotted and vested options may instead be exercised during the last month of the following calendar quarter. The options may in no event be exercised later than 31 December 2027.
In case all warrants issued in connection with this proposal are exercised for subscription of new shares, a total of 100,000 new shares will be issued, which corresponds to a dilution of approximately 0.48 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 this proposal and all warrants issued in relation to existing incentive programs.
The reasons for the implementation of the option program and the deviation from the shareholders’ preferential rights are to be able to create possibilities for the company to retain a competent key consultant through the offering of a long-term ownership engagement for the consultant. Such ownership engagement is expected to increase the consultant’s commitment to the company’s operations, strengthen the loyalty to the company and be beneficial for the company as well as its shareholders.
Helsingborg, 27 June 2022
Realfiction Holding AB
The Board of Directors
