Notice of extra general meeting in Polymer Factory Sweden AB
Shareholders in Polymer Factory Sweden AB, reg. nr 556695-9531 (the “Company”), are hereby summoned to the Extra General Meeting on Monday 20 December 2021 through advance voting. Attendance at the meeting is only possible via postal ballot.
In light of the ongoing Covid-19 pandemic, the board of directors has decided that the Extra General meeting will be executed only through postal voting, in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. This means that shareholders will not be allowed to participate in person or by proxy at the general meeting held on 20 December 2021. Shareholders may however influence the meeting by postal voting in accordance with the below. Information about the decisions made at the meeting is published on the day of the meeting as soon as the outcome of the voting has been compiled.
Information about advance voting
Registration
Shareholders who wish to participate in the meeting by advance vote shall:
- partly be listed as a shareholder in the share register produced by Euroclear Sweden AB regarding the conditions on Friday, December 10, 2021,
- partly register by casting their advance vote in accordance with the instructions under the heading “Advance voting by postal vote” below so that the voting form is received by the Company no later than Friday, December 17, 2021.
Information provided at the time of registration will be processed and used only for the meeting. See below for further information on the processing of personal data.
Nominee-registered shares
Shareholders who have their shares nominee-registered through a bank or other nominee must, in order to participate in the meeting, request to be re-registered for the shares in their own name in the Company's share register with Euroclear Sweden AB. Shareholders who wish such re-registration, so-called registration of voting rights, must in good time before 10 December 2021, when the re-registration must be executed, request it from their bank or trustee.
Advance voting by postal vote
Shareholders may exercise their voting rights at the meeting only by voting in advance through so-called postal voting in accordance with section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
For advance voting, a special form must be used, which is available on the Company's website, http://www.polymerfactory.com/annual-meeting. The form is valid as a notification to the meeting. The completed form must be received by the Company no later than Friday, December 17, 2021. The completed form must be sent to Polymer Factory Sweden AB, Teknikringen 48, 114 28 Stockholm. The completed form may also be submitted electronically and must then be sent to [email protected]. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form. The same applies if the shareholder votes in advance through a proxy. The shareholder may not provide the advance vote with special instructions or conditions. If this happens, the vote, i.e., the advance vote in its entirety, is considered invalid. Further instructions and conditions can be found in the voting form.
Proposed Agenda
- Opening of the meeting
- Election of chairperson and secretary of the meeting
- Preparation and approval of the voting list
- Presentation and approval of the Agenda
- Election of one or two persons who shall approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Decision on the establishment of an incentive program for key personnel
- Closing of the meeting
Meeting documents
Complete proposals, and other documents for the annual general meeting will be kept available at the Company’s office, at Teknikringen 48, 114 28 Stockholm, Sweden, and at the Company’s website http://www.polymerfactory.com not later than three weeks before the annual general meeting. The documents will also be sent free of charge to shareholders who so request and state their postal address.
Shareholders' right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda or of the Company’s economic situation. A request for such information shall be made in writing to Polymer Factory Sweden AB, Teknikringen 48, 114 28 Stockholm, or via email to [email protected] no later than 13 December 2021. The information will be made available at the Company’s website www.polymerfactory.com no later than 16 December 2021. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Proposed resolutions
Item 2: Election of chairperson and secretary of the meeting
The proposed chairperson of the meeting is Eva Malmström Jonsson. Elin Mignérus is proposed as secretary.
Item 5: Election of one or two persons who shall approve the minutes of the meeting
Mats Wallnér is proposed to approve the minutes of the meeting.
Item 7: Decision on the establishment of an incentive program for key personnel
Larger owners (who together represents approximately 47 percent of votes and shares) proposes that the EGM in Polymer Factory Sweden AB (“the Company”) on December 20, 2021, decides to issue warrants giving the right to subscribe for new shares in the Company by derogation from shareholders’ pre-emption rights.
The issue of warrants shall be implemented by derogation from shareholders’ pre-emption rights on the following terms and conditions.
- The Company shall issue maximum 75,000 warrants giving the right to subscribe 75,000 new shares.
- The right to subscribe for warrants, with derogation from shareholders’ pre-emption rights, shall be granted to current and future employees that are of particular importance for the Company’s development.
| Name | Maximum number of options |
|---|---|
| CEO: | 25 000 |
|
Michael Malkoch Board member and acting CTO |
10 000 |
| Other employees: | 10 000 |
- The warrants shall be issued to a price equal to a fair market value according to the Black-Scholes option pricing model. The valuation of the warrants shall be carried out by independent valuation expertise or an auditing company. A preliminary assessment of the value of a warrant based on a subscription price of 26,01 SEK per share gives an option value of 0.41 SEK per option.
| Risk free interest: | 0,017 % |
| Volatility: | 41,3 % |
| Expected dividends: | 0,0 % |
| Share price: | 8,67 SEK |
- The warrants are subscribed for by January 17, 2022, on a separate subscription list. The Board is authorized to prolong the time for subscription but not longer than to next AGM or May 31, 2022, which occurs first.
- The warrants shall be due within two weeks from subscription. The Board is authorized to prolong the time for payment.
- The increase of the share capital may at full exercise of the warrants amount to a maximum of 7,500 SEK subject to the increase that may be caused by conversion due to share issues, etc.
- The subscription price per share at exercise of the warrants shall be 200 percent of the volume weighted closing price of the share according to Spotlight Stock Markets for 10 trading days prior to the EGM.
- Each warrant can be exercised to subscribe for a new issued share of the Company paid in cash during the exercise period, which runs from January 15, 2026, to January 31, 2026. The warrants shall, however, be exercised at any previous point in time as a result of a merger, compulsory acquisition of shares, liquidation, etc.
- Premiums when subscribing for shares through the exercise of a warrant shall be added to the free premium fund.
- The Shares which are newly issued following Subscription shall carry an entitlement to participate in dividends for the first time on the next record date for dividends which occurs after Subscription is effectuated.
Reason for derogation from pre-emption rights
The reason for the derogation from the shareholders' pre-emption rights is a desire to introduce a stock option program for allocation to key employees of the Company at which they can be offered the opportunity to take part of an increase in value of the Company's shares. This is expected to increase the interest for the Company's development - as well as the Company's share price development - and to stimulate continued Company loyalty over the forthcoming years.
Dilution effect
If all warrants are exercised the number of shares increases by 75,000 shares.
If all warrants are exercised, the dilution will be no more than about 1.1 percent of shares and votes, based on the Company's current share capital. Reservation is made for other conversions due to share issues, etc., that may be subject to the full terms and conditions for the warrants.
Other issued warrants
There are currently no other issued warrants except of POLYMER TO1.
Costs
As the warrants are issued at market value, it is the Company's assessment that no social security contributions will arise for the Company as a result of the option program in addition to certain limited costs in the form of external consulting fees and administration regarding the option program
Special authorization
The board, or a person appointed by the board, shall be authorized to make minor adjustments to the above-mentioned proposal that may prove necessary in connection with the registration of the above resolution at the Swedish Companies Registration Office and possible registration at Euroclear Sweden of the warrants.
Majority requirements
For a valid resolution of the meeting in accordance with the Board’s proposal under item 7 above, it is required that the resolution is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.
Number of shares and votes in the Company
The total number of shares in the Company at the time of issuance of this notice is 6,859,198. The Company does not hold any of its own shares.
Personal data
For information on how shareholders' personal data is processed, please refer to the privacy policy available on Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammorsvenska.pdf
Stockholm, November 2021
POLYMER FACTORY SWEDEN AB
The Board of Directors