Bulletin from Extraordinary general meeting in Modelon AB (publ)
Modelon AB (publ) held an Extraordinary general meeting on November 29, 2022. The general meeting was held via postal voting procedure. At the meeting, the following main decisions were taken.
Resolution on an offer to repurchase warrants
The general meeting resolved that the Company shall make an offer to repurchase all outstanding warrants in Warrant Program 2019/2023, Warrant Program 2020/2024 and Warrant Program 2021/2025, in accordance with the board of directors' proposal.
Resolution to implement a warrant-based incentive program for employees resident in Sweden
The general meeting resolved to implement a warrant-based incentive program for all employees in the Group resident in Sweden through (A) a resolution to issue warrants of series 2022/2026:1 to the company's wholly owned subsidiary Modelon Göteborg AB and (B) a resolution to approve transfers of warrants of series 2022/2026:1 from Modelon Göteborg AB to employees resident in Sweden.
Resolution to implement an employee stock option program for employees resident outside Sweden
The general meeting resolved to (A) implement an employee stock option program for all employees in the Modelon Group resident outside Sweden; and to (B) secure the Company’s obligations under the employee stock option program through a resolution to issue warrants of series 2022/2026:2 to the Company’s wholly owned subsidiary Modelon Göteborg AB and a resolution to approve transfers of warrants of series 2022/2026:2 from Modelon Göteborg AB.
Resolution on cancellation of warrants
The general meeting resolved that the Company and its wholly owned subsidiary Modelon Göteborg AB cancel (i) all warrants of series 2019/2023:1, 2020/2024:1 and 2021/2025:1 which the Company or the subsidiary hold or may hold after repurchases, and (ii) all warrants of series 2019/2023:2, 2020/2024:2, 2021/2025:2 which the subsidiary holds and which are not needed in order to secure the Company’s obligations.
Dilution from all share-related incentive programs
The maximum total potential dilution is calculated based on the assumption that all employees who hold warrants or employee stock options in outstanding programs choose to stay in these programs and that employees who do not hold any warrants or employee stock options since before join the new programs. In such a case, the number of shares and votes in the Company would increase by 234,500 in total, which corresponds to a dilution of approx. 2.08 percent of the number of shares and approx. 0.97 percent of the number of votes the Company in total. Per today there are 11,016,471 shares in the Company. The total number of shares after dilution would then be 11,299,971. However, it is unlikely that all employees who hold warrants or employee stock options in outstanding programs will choose to stay in these programs since it is more favorable to participate in the new programs, and the likely dilution is therefore lower.
Lund, November 29, 2022
Board of Directors
Modelon AB (publ)
