NOTICE OF ANNUAL GENERAL MEETING IN Dignitana AB (publ)
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
The shareholders of Dignitana AB (publ) reg. no. 556730-5346 (the “Company”) are hereby given notice of the Annual General Meeting (the “AGM”) to be held on 19 May 2022.
Due to the extraordinary situation relating to the covid-19 pandemic, Dignitana’s AGM will be carried out through advance voting (postal voting) pursuant to temporary legislation. There will be no meeting with the possibility to attend in person or to be represented by a proxy.
Dignitana welcomes all shareholders to exercise their voting rights at the AGM through advance voting as described below. Information on the resolutions passed at the AGM will be published on 19 May 2022 as soon as the result of the advance voting has been finally confirmed.
The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the AGM so resolves or if shareholders representing at least one tenth of all shares in the Company so requests.
Right to participate
Shareholders who wish to participate in the AGM, shall be registered in the share register maintained by Euroclear Sweden AB no later than on 11 May 2022; and shall have notified the Company of their intention to participate at the AGM no later than on 18 May 2022 by casting their votes in accordance with the instructions under the heading “Advance voting”.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the AGM. Such registration, which may be temporary, must be effected no later than on 13 May 2022 and shareholders must, therefore, instruct their nominees well in advance thereof.
Advance voting
The shareholders may only exercise their voting rights at the AGM by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is considered as notice to participate in the AGM. The form is available at www.dignitana.com.
The completed form must be submitted to the Company no later than on 18 May 2022. The completed form shall be sent to Dignitana AB (publ), c/o Fredersen Advokatbyrå AB, Lästmakargatan 18, SE-111 44 Stockholm, or by e-mail to [email protected]. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding authorization document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
Proposal of agenda
- Election of chairman of the meeting
The Chairman of the Board of Directors Klas Arildsson
- Preparation and approval of the voting register
- Approval of the agenda
- Election of one or two persons to attest the minutes
Alf Christensson
- Determination as to whether the meeting has been duly convened
- Presentation of the annual report and the auditor’s report as well as the group accounts and the auditor’s report for the group
- Resolution on
a) adoption of the profit and loss account and the balance sheet as well as of the consolidated profit and loss account and the consolidated balance sheet
b) allocation of the Company’s results according to the adopted balance sheet
c) discharge from liability for the Board members and the CEO
- Resolution as to the number of Board members and auditors
- Resolution on the remuneration to the Board of Directors and auditor
- Election of Board members
- Klas Arildsson (re-election)
- Lina Karlsson (re-election)
- William Cronin (re-election)
- Christian Lindgren (re-election)
- Richard DiIorio (re-election)
- Ljubo Mrnjavac (re-election)
- Election of chairman of the Board
Klas Arildsson (re-election)
- Election of auditor (re-election)
Öhrlings PricewaterhouseCoopers AB (re-election)
- Resolution regarding principles for appointment of Nomination Committee
- Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles
a) with pre-emption rights for the shareholders
b) with deviation from the shareholders' pre-emption rights
- Resolution on incentive program for the Company’s new CEO
- Resolution on authorization for the Chairman of the Board of Directors to perform minor adjustments to the resolutions
Proposals
The Nomination Committee’s proposals (items 1 and 8-13)
The Nomination Committee which has consisted of Greg Dingizian on closely related company’s mandate; Bo Lundgren, appointed by Swedbank Robur AB on closely related company’s mandate; and Klas Arildsson, Chairman of the Board of Dignitana AB, proposes the AGM to resolve:
that the Chairman of the Board Klas Arildsson is elected Chairman of the AGM,
that the Board of Directors shall consist of six (previously six) Board members and no deputy Board members,
that one registered audit firm is elected as auditor of the Company,
that remuneration to the Board shall be SEK 200,000 (previously 200,000) to the chairman of the Board and SEK 100,000 (previously 100,000) each to the Board members,
that remuneration to the auditor shall be in accordance with approved invoicing,
that Klas Arildsson, Lina Karlsson, William Cronin, Christian Lindgren, Richard DiIorio, and Ljubo Mrnjavac are re-elected as Board members, for the period until the end of the next AGM.
that Klas Arildsson is re-elected as chairman of the Board,
that Öhrlings PricewaterhouseCoopers AB is re-elected as audit firm. Öhrlings PricewaterhouseCoopers AB has informed that the authorized auditor Cecilia Andrén Dorselius shall be appointed principal auditor, if the AGM resolves in accordance with the proposal, and
that the following principles for the appointment of the Nomination Committee and instruction and work order shall apply for the Nomination Committee ahead of the AGM 2023:
The Nomination Committee shall consist of four members – one representative for each of the three largest shareholders per the last banking day in September who wishes to appoint a member of the Nomination Committee and the chairman of the Board of Directors. In this instruction the three largest shareholders mean the owner grouped registered shareholders or the otherwise known shareholders per the last banking day in the month of September.
The chairman of the Board of Directors shall as soon as possible after the information regarding the largest shareholders per the last banking day in September have become known contact the three largest shareholders to inquire if they want to appoint members to the Nomination Committee. If either of the three largest shareholders should abstain from appointing a member to the Nomination Committee, the chairman of the Board shall offer other large shareholders the opportunity to appoint a member to the Nomination Committee. If such offer is left, it shall be offered by rotation to the largest shareholders (i.e., first to the fourth largest shareholder, thereafter to the fifth largest shareholder and so on). The procedure shall continue until the Nomination Committee consists of four members including the chairman of the Board of Directors.
At its first meeting the Nomination Committee shall elect its chairman.
Information regarding the appointed Nomination Committee shall include names of the appointed members together with the names of the shareholders who have appointed them and shall be published six months before the planned AGM at the latest.
The Nomination Committee’s mandate period runs until a new Nomination Committee has been appointed.
In the event that a change in ownership takes place amongst the largest shareholders and a shareholder who previously has not had the right to appoint a member to the Nomination Committee becomes a larger shareholders than either of the shareholders who have appointed a member to the Nomination Committee (“new large owner”), the Nomination Committee shall, if the new large owner requests to appoint a member of the Nomination Committee, resolve that the member of the Nomination Committee who represents the, after the change, smallest shareholder shall be replaced by the member which is appointed by the new large owner. If a new large owner wishes to appoint a member to the Nomination Committee, he must notify the chairman of the Nomination Committee about it. The notification shall contain the name of the person which the new large owner appoints as member of the Nomination Committee. Regardless of what is previously stated no changes, unless no special reasons are at hand, shall be implemented in the Nomination Committee’s composition if the changes in the number of votes are marginal or if the change takes place later than two months before the AGM.
A shareholder who has appointed a member to the Nomination Committee has the right to replace the member with a new member. If such change should occur, the shareholder shall, without delay, notify the chairman of the Nomination Committee about this (or, if it is the chairman of the Nomination Committee who is to be replaced, to the chairman of the Board). Notification shall include the name of the replaced member and the person who is to replace it as a member of the Nomination Committee.
If a member who represents a shareholder in the Nomination Committee should retire from its assignment prematurely, the Nomination Committee shall, without delay, request that the shareholder who has appointed the member, appoints a new member. If a new member is not appointed by the shareholder, the Nomination Committee shall offer other large owners to appoint a member to the Nomination Committee. Such offer shall be left by rotation to the largest shareholders (i.e., first to the largest shareholder who has not already appointed a member to the Nomination Committee or previously has abstained from such right, thereafter to the second largest shareholder who has not already appointed a member to the Nomination Committee or previously has abstained from such right, and so on). The procedure shall continue until the Nomination Committee is complete. A member who retires from its assignment prematurely shall notify the chairman of the Nomination Committee about this (or, if it is the chairman of the Nomination Committee who is to be replaced, to the chairman of the Board).
The Nomination Committee’s overall responsibility is to leave proposals regarding chairman at AGM, election and remuneration of Board members and where applicable remuneration for work in the Board’s committees, election and remuneration of auditors and where applicable, changes of principles for appointment of Nomination Committee.
These principles for appointment of Nomination Committee and instructions for Nomination Committee shall remain in force until a general meeting resolve to change them.
The Nomination Committee shall be entitled to burden the company with expenses for, for example, recruitment consultants and other consultants which are required for the Nomination Committee’s ability to fulfill its assignment.
The Board’s proposals
Preparation and approval of the voting register (item 2)
The voting list proposed to be approved is the voting list prepared by Fredersen Advokatbyrå on behalf of the Company, based on the AGM share register and received postal votes, controlled, and checked by the person assigned to attest the minutes.
Election of one or two persons to attest the minutes (item 4)
The Board of Directors proposes Alf Christensson or if he is prevented from participating, the person appointed by the Board of Directors, to attest the minutes. The assignment to attest the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Allocation of the company’s profit or loss (item 7.b)
The Board of Directors proposes that no dividend for the financial year 2021 is to be paid.
Resolution on authorization for the Board of Directors to issue shares, warrants or convertibles (item 14)
a) with pre-emption rights for the shareholders
b) with deviation from the shareholders' pre-emption rights
The Board of Directors proposes that the AGM authorizes the Board of Directors to issue shares, warrants or convertibles in accordance with the terms in paragraphs a) and/or b) below. The decisions in a) and b) shall be resolved upon as two separate resolutions.
a)
The AGM authorizes the Board of Directors to on one or several occasions during the period up to the next AGM resolve on new issues of shares, warrants or convertibles with pre-emption rights for the shareholders. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or, in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, pursuant to the authorization in this paragraph a) shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered articles of association.
b)
The AGM authorizes the Board of Directors to on one or several occasions during the period up to the next AGM resolve on new issues of shares, warrants or convertibles with deviation from shareholders' pre-emption rights. Payment may be made in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act. The total number of shares that may be issued, or in the event of an issue of warrants or convertibles, any additional shares after conversion or exercise of any warrant, pursuant to the authorization in this paragraph b) shall be limited to 10 percent of the outstanding shares as per the date of this notice. A new issue adopted in virtue of the authorization, shall be carried out with a view to broadening the ownership, procuring or facilitating the procurement of working capital and/or making company acquisitions, or procuring or facilitating the procurement of capital for company acquisitions and/or broadening the ownership of the Company.
Resolution on incentive program for the Company’s new CEO (item 15)
The Board of Directors proposes that the AGM resolves to, with deviation from the shareholders’ pre-emption rights, issue warrants of series 2022/2025 (the “Warrants”) on the following main terms and conditions:
a) not more than 600,000 Warrants shall be issued, whereby each Warrant entitles the holder to subscribe for one (1) new share in the Company during the period commencing on 26 May 2025 up to and including 6 June 2025,
b) the Company shall, with deviation from the shareholders’ pre-emption rights be entitled to subscribe for all 600,000 Warrants free of charge,
c) subscription shall be made on a subscription list on the day after the issue resolution at the latest,
d) the Company shall offer the Company’s new CEO Catarina Mård Löwenadler (the “Participant”) to acquire not more than 600,000 Warrants,
e) to be entitled to acquire Warrants, the Participant must first have entered into a pre-emption agreement with Dignitana, where the Company, with certain exceptions, reserves the right to repurchase Warrants if the Participant's employment or assignment in Dignitana ends or if the Participant wishes to transfer the Warrants before the Warrants can be exercised,
f) the price per Warrant upon transfer to the Participant shall be established by an independent appraiser or auditor firm as appointed by the Company and correspond to the market value of the Warrant at the time of the acquisition, calculated in accordance with the Black-Scholes valuation model. Based on a share price of SEK 6.67 per share, the market value of the Warrants has been preliminarily established to SEK 0.76 per Warrant,
g) transfer from the Company to the Participant shall take place on 30 May 2022 at the latest,
h) payment for the Warrants shall be made within five calendar days after acquisition at the latest,
i) if an acquisition cannot be made during the specified time period due to the fact that the Participant has access to insider information, the acquisition shall be made as soon as possible after the information has ceased to be regarded as insider information. The same principle applies during so-called “closed periods” pursuant to the EU Market Abuse Regulation,
j) the highest amount by which the share capital can be increased is SEK 60,000,
k) the subscription price per share, subscribed for through the exercise of a Warrant, shall correspond to 150 percent of the volume weighted average price for the Company’s share on the official share list of Nasdaq First North Growth Market during a period commencing on 20 May 2022 up to and including 27 May 2022. However, the subscription price may not be less than the quota value of the Company’s share. The full terms and conditions for the Warrants shall apply in all other aspects, as set out in the Board’s full proposal.
l) any premium due to the subscription price per share exceeding the quota value shall be distributed to the Company’s non-restricted share premium reserve,
m) the new shares issued through the Warrants shall entitle the owner to dividend from the first record date for dividend to occur after the new shares have been listed in the Company’s share register.
The reason for the deviation from the shareholders’ pre-emption rights is to implement an incentive program for the Company’s new CEO. The Board of Directors considers that a share-based incentive program is an important part of a competitive remuneration package to motivate the new CEO, as well as to maximize the value for all shareholders. The Board of Directors further considers that the incentive program will increase the CEO’s commitment to Dignitana's operations, strengthen the loyalty to the Company and be in favor of the Company and the shareholders in the Company.
If all Warrants are exercised for subscription of shares, the share capital in the Company will increase by SEK 60,000 and the number of shares in the Company will increase by 600,000 shares, each with a quota value of SEK 0.1, assuming that no recalculation has been carried out pursuant to the complete terms and conditions for the Warrants in accordance with the Board’s full proposal. If all Warrants in this proposal are exercised the dilution effect will amount to approximately 0.91 percent of the number of shares and votes in the Company. Beyond the Warrants that are proposed to be issued under this item, 2,500,000 warrants have been issued under series 2020/2023 (resolved upon at the Extraordinary General Meeting held on 10 February 2020) and 300,000 warrants have been issued under series 2020/2023 TO 2 (resolved upon at the Annual General Meeting held on 25 June 2020). If all Warrants in this proposal, the warrants under series 2020/2023 and the warrants under series 2020/2023 TO 2 are exercised, the total dilution effect will correspond to approximately 4.97 percent of the total amount of shares and votes. The dilution effect has been calculated as the number of additional shares and votes if the warrants (in all programs) are fully exercised in relation to the sum of the current number of shares and votes and the number of additional shares and votes if the warrants are fully exercised. Oversubscription in the issue may not occur.
The Warrants will be transferred to the Participant at market value and, therefore, no Social Security contributions are to be paid by the Company due to the acquisition of the Warrants. With the exception of costs related to administration, the issue, thus, is not expected to cause any costs for the Company. The incentive program has been prepared by the Board of Directors together with external advisors.
Resolution on authorization for the Chairman of the Board of Directors to make minor adjustments to the resolutions (item 16)
The Board of Directors proposes that the AGM resolves to authorize the Chairman of the Board of Directors, or the person appointed by the Chairman of the Board of Directors, to make minor adjustments and clarifications of the resolutions adopted by the AGM to the extent that such should be required for the registration and execution of the resolutions.
Majority requirements
The resolution under item 14.b) above require approval of at least two thirds (2/3) of the shares represented and votes cast at the AGM.
The resolution under item 15 above require approval of at least nine tenths (9/10) of the shares represented and votes cast at the AGM.
Further information
As per the date of this notice, the total number of shares and votes in the Company are 65,059,155. The Company does not hold any own shares.
The annual report, audit report, postal notification and proxy forms, the Board’s complete proposals as well as complete underlying documentation, will be made available by the Company and at the Company's website at least three weeks before the AGM. The documents will be sent to shareholders who request it and provide their postal address.
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and circumstances that can affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relation to other companies within the Group. A request for such information shall be made in writing to the Company no later than on 9 May 2022, to Dignitana AB (publ), c/o Fredersen Advokatbyrå AB, Lästmakargatan 18, SE-111 44 Stockholm, or via email to [email protected]. The information will be made available on the Company’s website www.dignitana.com and at the Company’s offices at Traktorgränden 3, SE-226 60 Lund, no later than on 14 May 2022. The information will also be sent to the shareholder who has requested the information and stated its address.
The Company has its registered office in Lund.
Processing of personal data
For information on how your personal data is processed, see:
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
Lund, April 2022
Dignitana AB (publ)
The Board of Directors
