Correction: Notice of Extraordinary General Meeting in VNV Global AB (publ)

VNV Global AB (publ), reg. no. 556677-7917, with its registered office in Stockholm, Sweden, (“VNV Global” or the “Company”) hereby gives notice of the Extraordinary General Meeting (the “Meeting”) on Friday 11 March 2022 at 10:00 CET at Advokatfirman Vinge’s offices, Smålandsgatan 20, SE-111 46 Stockholm, Sweden.

In view of the current Covid-19 pandemic, VNV Global has taken certain precautionary measures in relation to the Meeting. The aim of the measures is to keep the Meeting short and efficient and reduce the risk of spread of infection. No refreshments will be served prior to or after the Meeting. All persons who display symptoms of infection (fever, cough, sore throat, respiratory distress etc.), have been in contact with people displaying symptoms or have visited an area with a large spread of infection, are encouraged to vote through a proxy at the Meeting.

Preconditions for participation

For a person to be entitled to participate in the Meeting the person must
(i) be entered in the register of shareholders maintained by Euroclear Sweden AB pertaining to the conditions on Thursday 3 March 2022, and
(ii) have notified its intention to participate in the Meeting no later than on Monday 7 March 2022 by post to VNV Global AB (publ), Mäster Samuelsgatan 1, SE-111 44 Stockholm, Sweden, or via e-mail to [email protected]. The notification shall set forth the name, social security number or registration number, address and telephone number of the shareholder, shareholding, and if applicable, name and social security number of any proxy as well as information about the attendance of any assistants (maximum two).

Nominee-registered shares

To be entitled to participate in the Meeting, in addition to providing notification of participation, a shareholder whose shares are held in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register on Thursday 3 March 2022. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and in such time in advance as the nominee determines. Voting right registrations completed not later than the second banking day after 3 March 2022 are taken into account when preparing the register of shareholders.

Proxy

Shareholders represented by proxy must submit a power of attorney for such proxy. If the power of attorney is executed by a legal entity a certificate of registration or equivalent document for the legal entity, verifying its authority to submit the power of attorney, should be attached. The original power of attorney and the certificate of registration or equivalent document for a legal entity should be sent by post to VNV Global AB (publ), Mäster Samuelsgatan 1, SE-111 44 Stockholm, Sweden or via e-mail to [email protected] well in advance of the Meeting. A proxy form is available on the Company’s website www.vnv.global.


 
Proposed agenda

1.             Election of Chairman for the Meeting.
2.             Election of one or two persons to check and sign the minutes.
3.             Preparation and approval of the voting list.
4.             Approval of the agenda.
5.             Resolution that the Meeting has been duly convened.
6.             Resolution regarding long-term incentive program.
(a)        adoption of LTIP 2022,
(b)        amendment of the Company’s articles of association and
(c)         issue of Class C 2022 Shares to participants.

Election of Chairman for the Meeting (item 1)

The Board of Directors proposes that Jesper Schönbeck, member of the Swedish Bar Association, or the person proposed by the Board of Directors if he has an impediment to attend, is elected as Chairman for the Meeting.

Long-term incentive program (item 6)

The Board of Directors proposes that the Meeting resolves to adopt a new long-term share incentive plan (“LTIP 2022”) for up to fourteen (14) employees in the Company.
LTIP 2022 is a three-year performance-based incentive program retaining the same economic characteristics for the participants and builds on identical criteria for measuring performance as the incentive programs LTIP 2019, LTIP 2020 and LTIP 2021, which were adopted by general meetings in VNV Global. Unlike previous programs, LTIP 2022 is proposed to be vested over a three-year vesting period of one third per year.

The objective of LTIP 2022 is to encourage the employees to financially commit to the long-term value growth of VNV Global, thereby aligning their interests with those of the shareholders. LTIP 2022 will be an important tool for VNV Global to attract and retain the best talent, which is vital for the Company’s ability to provide long-term value growth for its shareholders.

LTIP 2022 requires that the Meeting, in addition to adopting the new LTIP 2022 (item 6(a) below), further resolves to amend the articles of association (item 6(b) below) and issue Class C 2022 shares to the participants in LTIP 2022 (item 6(c) below).

Adoption of LTIP 2022 (item 6(a))

Summary of LTIP 2022
LTIP 2022 is based on the following structure:

• A new share class in VNV Global (“Class C 2022 Shares”) is introduced in accordance with the proposed amendments of the articles of association of the Company (the “New Articles of Association”).
• According to the New Articles of Association, Class C 2022 Shares will under certain conditions be reclassified as VNV Global ordinary shares (“Ordinary Shares”), which following registration will be admitted to trading on Nasdaq Stockholm.
• The number of Class C 2022 Shares that will be reclassified as Ordinary Shares is dependent on the extent to which the performance measure has been met during the period 1 January 2022 – 31 December 2026 (the "Measurement Period"). Class C 2022 Shares that are not reclassified as Ordinary Shares will be redeemed by the Company.
• Reclassification of the Class C 2022 Shares further requires that the participant is employed by the VNV Global group and has kept the Investment Ordinary Shares (as defined below) throughout the three-year vesting period ending after release of VNV interim financial report for the period January-March 2025 (the "Vesting Period"), whereby one third of allotted shares is vested on each date of release of the Company's interim financial report for the period January-March 2023, 2024 and 2025, respectively.
• Participation in LTIP 2022 requires a personal investment in Ordinary Shares in the Company (the “Investment Ordinary Shares”).
• In total, the participants in LTIP 2022 may subscribe for up to an aggregate of 1,190,000 Class C 2022 Shares.

Adoption of the plan

Participants in LTIP 2022
Up to fourteen (14) employees in VNV Global will be entitled to participate in LTIP 2022.

Personal investment in Ordinary Shares
In order to participate in LTIP 2022, the employees are required to invest in Investment Ordinary Shares when giving notice of participation and subscribing for the Class C 2022 Shares.
 
The Investment Ordinary Shares may be either Ordinary Shares acquired specifically for LTIP 2022 or Ordinary Shares already held (but which are not already allocated to other incentive programs).

General terms and conditions for the Class C 2022 Shares
The Class C 2022 Shares shall be governed by the New Articles of Association. The New Articles of Association will be supplemented by an agreement to be entered into with the respective participants prior to subscribing for the Class C 2022 Shares.
 
The main terms and conditions for the Class C 2022 Shares according to the New Articles of Association and/or the separate agreements between VNV Global and each respective participant are the following:

• The participants will subscribe for Class C 2022 Shares at a subscription price of SEK 0.1 per share (i.e. the quota value of the Company’s shares).

• If and to the extent the performance-based condition for reclassification of the Class C 2022 Shares has been fulfilled, the Class C 2022 Shares will be reclassified as Ordinary Shares after the Vesting Period. Upon reclassification, one (1) Class C 2022 Share will be reclassified as one (1) Ordinary Share.
• To the extent that the performance-based condition for reclassification of the Class C 2022 Shares has not been fulfilled, the Class C 2022 Shares will be redeemed by VNV Global after the Measurement Period. In addition, the Board has the right to redeem a Class C 2022 Share at any time at the request of a participant.
• In order to align the participants’ and shareholders’ interests, the participants will be compensated for dividends and other value transfers to the shareholders during the Measurement Period. However, dividend compensation will be paid only if and to the extent the performance-based condition for reclassification of the Class C 2022 Shares has been fulfilled.
• The agreements with the participants will include an irrevocable request from the participant to redeem the participant’s Class C 2022 Shares (all or a portion as the case may be) if (a) the participant has not allocated the committed Investment Ordinary Shares prior to 31 December 2022, or (b) the participant transfers, sells, pledges, lends or otherwise disposes of the Investment Ordinary Shares during the Vesting Period, or (c) the participant ceases to be employed by the VNV Global group, subject to certain customary exceptions such as death, disability or retirement during the Vesting Period, or (d) in case a redemption is necessary to ensure that LTIP 2022 is compliant with laws and regulations. In addition, the Board may decide to waive redemption in any particular case.

• The agreements with the participants also include a right for VNV Global to reclaim the subsidy (see below), if the participant transfers the Class C 2022 Shares prior to reclassification or redemption of the Class C 2022 Shares.
  

Performance-based conditions for reclassification of the Class C 2022 Shares
The number of Class C 2022 Shares that shall be reclassified as Ordinary Shares is based on the level of fulfilment of the performance-based condition during the Measurement Period.

The performance condition is based on the measurement of VNV Global’s compounded annual net asset value development per share (“NAV per share”) and the share price development during the Measurement Period. The three levels (entry, target and stretch) for the performance condition are 10 percent average NAV per share development as entry level, 15 percent average NAV per share development as target level, and 20 percent average NAV per share development as stretch level.

If the entry level is reached, ten thirty-fifths (10/35), approximately 28.6 percent, of the Class C 2022 Shares will be reclassified as Ordinary Shares. If the target level is reached, twenty thirty-fifths (20/35), approximately 57.1 percent, of the Class C 2022 Shares will be reclassified as Ordinary Shares. If the stretch level is reached, all of the Class C 2022 Shares will be reclassified as Ordinary Shares. If the performance level is between the entry level and target level, or between target and stretch level, the number of Class C 2022 Shares to be reclassified shall be determined on a linear basis between the respective milestones (between 10/35 and 20/35 and between 20/35 and 1, respectively). All Class C 2022 Shares that are not to be reclassified as Ordinary Shares in accordance with the aforesaid shall be redeemed by VNV Global after the Measurement Period.

See the New Articles of Association for more information regarding the performance-based condition.

Allocation – Subscription for Class C 2022 Shares
LTIP 2022 is proposed to comprise up to 34,000 Investment Ordinary Shares entitling participants to subscribe for, in aggregate, up to 1,190,000 Class C 2022 Shares, to be allocated among different categories of participants as follows:

• the CEO of VNV Global may allocate up to 7,500 Investment Ordinary Shares, entitling the CEO to subscribe for up to 262,500 Class C 2022 Shares; and

• other members of the management team and other employees (up to thirteen (13) individuals) may allocate up to 26,500 Investment Ordinary Shares in total, entitling them to subscribe for up to 927,500 Class C 2022 Shares in total.
  

The number of Class C 2022 Shares that a participant may subscribe for is based on the participants’ competence, area of responsibility as well as the number of Investment Ordinary Shares allocated to LTIP 2022. The Board will determine the final number of Investment Ordinary Shares allocated to each participant. The Board may decide that any Investment Ordinary Shares not allocated to the CEO shall be allocated to other members of management and other employees.

Reclassification
Reclassification of the Class C 2022 Shares as Ordinary Shares will be made after the Measurement Period. The maximum number of Class C 2022 Shares that can be reclassified amounts to 1,190,000. Maximum outcome assumes full participation in LTIP 2022, no personnel turn-over during the Vesting Period, and maximum fulfillment of the performance condition during the Measurement Period (i.e., stretch level has been met).

Information about the outcome of LTIP 2022 will be presented in the Annual Report for 2027.

Subsidy of tax impact
VNV Global will grant a cash subsidy to the participants in LTIP 2022 to compensate for the tax impact arising from the fact that the subscription price for the Class C 2022 Shares is below fair market value (see below under the heading "Cost, scope and effects on key ratios"). The cash subsidy will correspond to, and cover, the tax impact for the participant.

Costs, scope and effects on key ratios
The valuation has been made by the Company using the Monte Carlo method which has been used for previous incentive programs and which PwC has provided, but with the Company’s input values. Based on a price for VNV Global Ordinary Shares of SEK 81.00 and the market conditions that prevailed on 26 January 2022, the value per Class C 2022 Shares has been estimated to be SEK 4.34.  
Based on the assumption of full participation in LTIP 2022 (i.e. fourteen (14) participants, in total 34,000 Investment Ordinary Shares and 1,190,000 Class C 2022 Shares) and a total fair market value of the Class C 2022 Shares of SEK 5.2 million (based on an estimated value per Class C 2022 Shares of SEK 4.34), the total cost for LTIP 2022, including social security costs, is estimated to amount to approximately SEK 13.81 million.

Given that the actual cost for VNV Global will be based on the prevailing price of VNV Global Ordinary Shares in connection with subscription for the Class C 2022 Shares, the actual cost may deviate from the estimates set out above.

The maximum dilution due to LTIP 2022 is no more than 1.01 percent in terms of shares and votes outstanding, excluding treasury shares, Class C 2019 Shares, Class C 2020 Shares and Class C 2021 Shares. The number of Class C 2022 Shares may change during the Measurement Period due to intervening bonus issues, reverse splits, splits, rights issues and/or other similar events.

The costs and dilution are expected to have a marginal effect on VNV Global’s key ratios.

Preparation and administration
The Board of Directors prepared LTIP 2021, on which LTIP 2022 is modelled, in consultation with external advisors.

The Board of Directors shall be responsible for preparing the detailed terms and conditions of the agreements with the participants in LTIP 2022, in accordance with the mentioned terms and guidelines and the New Articles of Association. To this end, the Board of Directors shall be entitled to make such adjustments to the program as it deems necessary or appropriate to meet regulatory and tax requirements or market conditions. The Board of Directors may also make other adjustments, including amending the number of Class C 2022 Shares that shall be reclassified for all participants, or for certain categories of participants, covered by the LTIP 2022, if significant changes in the VNV Global group or its operating environment would result in a situation where the decided terms and conditions of LTIP 2022 no longer serve their purpose, provided however, that the provisions of the New Articles of Association must always be observed and that adjustments may only be made in order to fulfil the main objectives of LTIP 2022.

Other incentive programs in the Company
Below are summaries of the current outstanding incentive programs in the Company. For more information about the incentive programs, please see the Annual Report 2020 as well as the Annual Report 2021 expected to be released on 10 February 2022.


 
LTIP 2019
At the Special General Meeting in VNV Global Ltd. held on August 22, 2019, it was resolved to implement a new share-based long-term incentive program for management and personnel in the VNV Global group. Similarly to LTIP 2017 and 2018, participants in the five-year 2019 program are invited to purchase a number of shares in the Company, designated savings shares. For each savings share, participants are entitled to subscribe for a new class of redeemable ordinary shares, 2019 Plan Shares. Depending on the performance of both the Company’s Net Asset Value and of the VNV Global share price over the five-year measurement period (1 January 2019 through 31 December 2023), the 2019 Plan Shares will be redeemed by the Company for a nominal amount or reclassified as ordinary common shares and represented by Swedish Depository Receipts, provided certain performance conditions have been fulfilled. In connection with VNV Global’s change of domicile from Bermuda to Sweden, LTIP 2019 was implemented by the Company and the 2019 Plan Shares were replaced with shares of Class C 2019 (as defined in the Company’s articles of association) in accordance with a resolution at the Extraordinary General Meeting in the Company held on June 23, 2020.

LTIP 2020
At the Annual General Meeting in VNV Global Ltd. held on 12 May 2020, it was resolved to implement a share-based long-term incentive program for management and key personnel in the VNV Global group. Similarly to LTIP 2018 and 2019, participants in the five-year 2020 program are invited to purchase a number of shares in the Company, designated savings shares. For each savings share, participants are entitled to subscribe for a new class of redeemable ordinary shares, 2020 Plan Shares. Depending on the performance of both the Company’s Net Asset Value and of the VNV Global share price over the five-year measurement period (1 January 2020 through 31 December 2024), the 2020 Plan Shares will be redeemed by the Company for a nominal amount or reclassified as ordinary common shares and represented by Swedish Depository Receipts, provided certain performance conditions have been fulfilled. In connection with VNV Global’s change of domicile from Bermuda to Sweden, LTIP 2020 was implemented by the Company and the 2020 Plan Shares were replaced with shares of Class C 2020 (as defined in the Company’s articles of association) in accordance with a resolution at the Extraordinary General Meeting in the Company held on June 23, 2020.

LTIP 2021
At the Annual General Meeting in VNV Global held on 4 May 2021, it was resolved to implement a share-based long-term incentive program for management and key personnel in the VNV Global group. Similarly to LTIP 2019 and 2020, participants in the five-year 2020 program are invited to purchase a number of shares in the Company, designated savings shares. For each savings share, participants are entitled to subscribe for a new class of redeemable ordinary shares, 2021 Plan Shares. Depending on the performance of both the Company’s Net Asset Value and of the VNV Global share price over the five-year measurement period (1 January 2021 through 31 December 2025), the 2021 Plan Shares will be redeemed by the Company for a nominal amount or reclassified as ordinary common shares, provided certain performance conditions have been fulfilled.

Majority requirements
A resolution in accordance with the Board of Directors’ proposal in respect of item 6(a) shall only be valid where supported by not less than half (1/2) of the votes cast as well as of the shares represented at the Meeting. A resolution in accordance with the Board of Directors’ proposal in respect of item 6(b) shall only be valid where supported by not less than two-thirds (2/3) of the votes cast as well as of the shares represented at the Meeting. A resolution in accordance with the Board of Directors’ proposal in respect of item 6(c) shall only be valid where supported by not less than nine-tenths (9/10) of the votes cast as well as of the shares represented at the Meeting. The resolutions under items 6(a)-(c) are conditional upon each other.

Amendment of the Company’s articles of association (item 6(b))

The Board of Directors proposes to amend the Company’s articles of association in order to implement LTIP 2022 and enable the issue of the Class C 2022 Shares under LTIP 2022 under items 6(a) and 6(c). The Board’s complete proposal is set out in Appendix A to this notice.

Issue of Class C 2022 Shares to participants (item 6(c))

The Board of Directors proposes that the Meeting resolves on a directed new share issue of Class C 2022 Share (as defined in the New Articles of Association) to the participants in LTIP 2022. The new share issue of Class C 2022 Shares to the participants in LTIP 2022 is conditional upon the Meeting resolving to amend the articles of association in accordance with item 6(b). The following terms shall apply:

• The issue of new Class C 2022 Shares will increase the share capital of the Company by no more than SEK 119,000 through the issue of no more than 1,190,000 Class C 2022 Shares.

• The subscription price for each Class C 2022 Shares is SEK 0.1.
• The participants in the LTIP 2022 shall be entitled to subscribe for the number of Class C 2022 Shares as allocated and determined by the Board of Directors.
• The subscription of the Class C 2022 Shares shall be made by payment in cash, and according to the Company's instructions, no later than on 30 August 2022. Oversubscription shall not be permitted.

• The Class C 2022 Shares are subject to the reclassification and redemption clauses in the New Articles of Association.
  

The reason for the proposed deviation from the shareholders' preferential rights, and the basis for setting the subscription price of the Class C 2022 Shares to SEK 0.1 (the quota value), is that the new share issue of the Class C 2022 Shares is an integral part of the implementation of LTIP 2022. The Board considers that LTIP 2022 will be for the benefit of the Company's shareholders as set out in the proposal for LTIP 2022 in item 6(a) above.
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Number of shares and votes

There are 119,494,230 shares and 119,494,230 votes outstanding in the Company, of which 2,008,545 shares are Class C 2019 shares entitled to one vote per share, 502,138 shares are Class C 2020 shares entitled to one vote per share, 560,000 shares are Class C 2021 shares entitled to one vote per share and 116,423,547 shares are Ordinary Shares entitled to one vote per share. As of the date of the notice, the Company holds 941,119 Ordinary Shares, 157,500 Class C 2019 shares and 39,975 Class C 2020 shares.

Majority requirements

A resolution in accordance with the Board of Directors’ proposal in respect of item 6(a) requires support by shareholders representing not less than half (1/2) of the votes cast as well as of the shares represented at the Meeting. Resolutions in accordance with the Board of Directors’ proposal in respect of item 6(b) requires support by shareholders representing not less than two-thirds (2/3) of the votes cast as well as of the shares represented at the Meeting. A resolution in accordance with the Board of Directors’ proposal in respect of item 6(c) requires support by shareholder representing not less than nine-tenths (9/10) of the votes cast as well as of the shares represented at the Meeting. The resolutions under items 6(a)-(c) are conditional upon each other.

Documentation
The documentation for resolutions related to the Board of Directors’ proposals will be available no later than three weeks before the Meeting at the office of the Company, at Mäster Samuelsgatan 1 in Stockholm, Sweden and on the Company’s website, www.vnv.global, and will be sent free of charge to shareholders who so request and state their address or e-mail address.

Proxy form is available at the Company’s website, www.vnv.global, and will be sent without charge to shareholders who so request and state their address or e-mail address.

Shareholders’ right to obtain information

Shareholders are reminded of their right to, at the Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders wishing to submit questions in advance may do so by sending post to VNV Global AB (publ), Mäster Samuelsgatan 1, SE-111 44 Stockholm, Sweden, or via e-mail to [email protected].

Processing of personal data

For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

_______________________
 
January 2022
 
The Board of Directors of VNV Global AB (publ)