Report from the extraordinary general meeting in SyntheticMR AB (publ)
Today, the 20th of February 2024, an extraordinary general meeting was held in SyntheticMR AB (publ). Below is a summary of the decisions made, the complete proposal for the decisions can be found on the company's website: https://syntheticmr.com/investors/corporate-governance/. All decisions were made unanimously.
Decision on Establishing a Long-Term Incentive Program and Hedging Measures in Connection Therewith (Item 6)
The general meeting has decided to establish a long-term incentive program – Incentive Program 2024 ("LTIP 2024") intended to cover the company's employees in Sweden, a total of 15 employees, and is based on newly issued shares, share rights consisting of each a matching share right and a performance share right.
According to the proposal, LTIP 2024 could, at full subscription, cover the issuance of up to 112,500 shares, consisting of 37,500 newly issued shares and 37,500 share rights comprising 75,000 warrants. In the event that all shares are subscribed for and warrants are utilized, the share capital can increase by a maximum of 2,497.5 SEK.
Each participant is guaranteed an allocation of 2,500 shares. However, participants may choose to subscribe for a lower number of shares. Participants can receive a maximum of 5,000 shares. The decision on allocation is made by the board, considering the following criteria:
- Expected importance to the company's operations,
- Level of responsibility,
- Experience, and
- Education.
Decision on Incentive Program TO 2 (Item 7)
Through a directed issue, the company shall issue up to 150,000 warrants of series TO 2, each entitling to the subscription of one (1) new share in the company. In the event that all warrants of series TO 2 are utilized, the share capital may increase by up to 3,330 SEK (subject to any adjustments in accordance with the terms that will apply to the warrants).
The right to subscribe for new warrants shall, deviating from the shareholders' pre-emption rights, be granted to the company's employees in Sweden ("Option Holders"). Subscription and acquisition of warrants may also be made through wholly owned subsidiaries.
Each Option Holder is guaranteed an allocation of 10,000 warrants. However, participants may choose to subscribe for a lower number of warrants. Participants can receive a maximum of 20,000 warrants. The decision on allocation is made by the board, considering the following criteria:
- Expected importance to the company's operations,
- Level of responsibility,
- Experience, and
- Education.
Decision on Incentive Program TO 3 (Item 8)
Through a directed issue, the company shall issue up to 150,000 warrants of series TO 3, each entitling the holder to subscribe for one (1) new share in the company. In the event that all warrants of series TO 3 are utilized, the share capital may increase by up to 3,330 SEK (subject to any adjustments in accordance with the terms that will apply to the warrants). The right to subscribe for the warrants shall, deviating from the shareholders' pre-emption rights, be exclusively granted to the group's CCO (Chief Commercial Officer) who is employed and residing in the USA.
For further details regarding the resolutions set out above please refer to the notice and the complete proposals available at the Company's website, www.syntheticmr.com.
For further information, please contact:
Ulrik Harrysson, CEO
+46 70 529 29 87
Johanna Norén, CFO och Head of Investor Relations
+46 70 619 21 00
.
