Bulletin from the Extraordinary General Meeting of Nordic Waterproofing Holding AB (publ)
Nordic Waterproofing Holding AB (publ) (the “Company”) held an extraordinary general meeting on 24 June 2021. In order to prevent the spread of the virus causing covid-19, the general meeting was carried out solely through postal voting, without any physical presence. At the general meeting, the following resolutions were made.
Transfer of own shares to the participants in the long-term incentive programme LTIP 2018
The general meeting resolved, in accordance with the board of directors’ proposal, that transfer of a maximum 96,161 own shares in order to secure the delivery of shares at exercise of the performance share rights in accordance with the previously resolved long-term incentive programme LTIP 2018.
The right to receive shares shall, with deviation from the shareholders’ preferential rights, be granted to the participants in LTIP 2018 with a right for each of the participants to receive no more than the maximum number of shares allowed under the terms and conditions for LTIP 2018. Furthermore, subsidiaries within the Nordic Waterproofing-group shall have the right to, free of consideration, receive shares, whereafter such a subsidiary shall be obliged to immediately, free of consideration, transfer such shares to the participants in LTIP 2018 in accordance with the terms and conditions of the programme. The participants’ right to receive shares are conditional upon having fulfilled all terms and conditions of LTIP 2018. The shares shall be transferred within the time period set out in the terms and conditions of LTIP 2018. The shares shall be transferred free of charge. The rationale for the proposed transfer of own shares and the reason for the deviation from the shareholders’ preferential rights is to enable delivery of shares to the participants in LTIP 2018.
Transfer of own shares to the participants in the long-term incentive programme LTIP 2019
The general meeting resolved, in accordance with the board of directors’ proposal, that transfer of a maximum 99,455 own shares (or such higher number of shares that may follow from a re-calculation due to share issues, splits, reverse splits and/or similar dispositions in accordance with the terms and conditions of LTIP 2019) in order to secure the delivery of shares at exercise of the performance share rights in accordance with the previously resolved long-term incentive programme LTIP 2019.
The right to receive shares shall, with deviation from the shareholders’ preferential rights, be granted to the participants in LTIP 2019 with a right for each of the participants to receive no more than the maximum number of shares allowed under the terms and conditions for LTIP 2019. Furthermore, subsidiaries within the Nordic Waterproofing-group shall have the right to, free of consideration, receive shares, whereafter such a subsidiary shall be obliged to immediately, free of consideration, transfer such shares to the participants in LTIP 2019 in accordance with the terms and conditions of the programme. The participants’ right to receive shares are conditional upon the fulfilment of all terms and conditions of LTIP 2019. The shares shall be transferred within the time period set out in the terms and conditions of LTIP 2019. The shares shall be transferred free of charge. The rationale for the proposed transfer of own shares and the reason for the deviation from the shareholders’ preferential rights is to enable delivery of shares to the participants in LTIP 2019.
Transfer of own shares to the participants in the long-term incentive programme LTIP 2020
The general meeting resolved, in accordance with the board of directors’ proposal, that transfer of a maximum 99,780 own shares (or such higher number of shares that may follow from a re-calculation due to share issues, splits, reverse splits and/or similar dispositions in accordance with the terms and conditions of LTIP 2020) in order to secure the delivery of shares at exercise of the performance share rights in accordance with the previously resolved long-term incentive programme LTIP 2020.
The right to receive shares shall, with deviation from the shareholders’ preferential rights, be granted to the participants in LTIP 2020 with a right for each of the participants to receive no more than the maximum number of shares allowed under the terms and conditions for LTIP 2020. Furthermore, subsidiaries within the Nordic Waterproofing-group shall have the right to, free of consideration, receive shares, whereafter such a subsidiary shall be obliged to immediately, free of consideration, transfer such shares to the participants in LTIP 2020 in accordance with the terms and conditions of the programme. The participants’ right to receive shares are conditional upon the fulfilment of all terms and conditions of LTIP 2020. The shares shall be transferred within the time period set out in the terms and conditions of LTIP 2020. The shares shall be transferred free of charge. The rationale for the proposed transfer of own shares and the reason for the deviation from the shareholders’ preferential rights is to enable delivery of shares to the participants in LTIP 2020.
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For more detailed information regarding the content of the resolutions, please refer to the press release published on 31 May 2021 and the complete notice of the general meeting. The notice of the extraordinary general meeting and complete proposals regarding the resolutions of the general meeting are available on the Company’s website, www.nordicwaterproofing.com.