Zwipe AS – Notice of Extraordinary General Meeting 10 July 2023
OSLO, NORWAY – 28 June 2023 - The Board of Directors of Zwipe AS (the "Company") call for an Extraordinary General Meeting (the "EGM") to be held on 10 July 2023 at 10:00 CEST. The EGM will be held as a digital meeting on Microsoft Teams.
Please find attached the notice of the EGM. The notice and Zwipe's Annual Report for 2022 are available on the Company's website, https://www.zwipe.com/investors.
Shareholders who wish to attend the EGM in person or by proxy or vote in advance are encouraged to register this electronically by following the link on the Company’s website https://www.zwipe.com/investors/general-meetings or via VPS Investor Services, by sending a signed version of the form attached to the notice by e-mail to [email protected], or by ordinary mail to: DNB Bank ASA, Registrars Department, Postboks 1600 Sentrum, NO-0021 Oslo. Notification of attendance, proxy or advance votes must be registered online or received by DNB Bank ASA, Registrars Department by 16:00 hours CEST on 7 July 2023.
In order to be invited to the meeting, Zwipe's administration will need to have the shareholder's email address in advance. Shareholders must after having registered their attendance also register their email address by sending an email to [email protected] prior to 16:00 hours CEST on 7 July 2023.
The Board of Directors (the "Board") has proposed the following agenda:
- Opening of the general meeting by the chair. Registration of meeting shareholders.
- Election of a meeting chairperson and person to co-sign the minutes together with the chairperson.
- Approval of the notice and the agenda.
- Election of a new member to the Board.
- Remuneration to the new member of the Board.
- Approval that the Board may make amendments to the Company's RSU incentive program.
Proposed decisions from the Board:
Matter no. 4: Election of a new member to the Board
The Company's nomination committee (the "Nomination Committee") has proposed that the Board is supplemented by Robert Jansson. Subject to the EGM's approval, the Board for the period from the EGM and until the Company's annual general meeting in 2025 will comprise:
- Jörgen Lantto, Chair of the Board
- Dennis Jones
- Tanya Juul Kjaer
- Christina Örn
- David Chew
- Robert Jansson
A mini-CV for Robert Jansson has been included as an attachment to the notice.
Matter no 5: Remuneration to the new member of the Board
The Nomination Committee proposes that Robert Jansson receives a remuneration of NOK 130,000 for the period until the Company's annual general meeting in 2024.
Matter no. 6: Approval that the Board may make amendments to the Company's RSU incentive program
On 11 May 2023, the Company's annual general meeting (the "AGM") adopted a resolution on a new incentive scheme directed towards the Company's leading employees and other key personnel in the form of so-called restricted share units (hereinafter the "RSU plan" and "RSUs"). The main rationale behind the RSU plan is to create long-term ownership, being expected to stimulate an increased interest in the business and performance development.
In the notice to the AGM, it was stated that the vesting period for the RSUs will be four years from grant. Following the AGM, the Board has however further assessed the various aspects of the RSU plan as previously presented, hereunder the terms of vesting. In this regard, the Board on 28 June 2023, assessed it as beneficial to amend the conditions of the vesting schedule under the RSU plan. The Board has therefore resolved that the current arrangement with 100% vesting at the expiry of the four-year period is replaced with an annual vesting schedule, with 1/3 vesting at the end of the 2nd, 3rd and 4th year from grant, meaning no vesting after the 1st year. It is assumed that the EGM should approve such change.
The Board has not at this point in time found reason to make any other amendments to the RSU plan or its scope but has proposed that the EGM grants a general authorization to the Board to make changes to the RSU plan, however not including changes of terms with a direct impact on the maximum dilution potentially caused by the RSU plan such as the maximum number of RSUs under the plan and that one vested RSU gives the right to acquire one share in the Company.
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This is information that Zwipe AS is obligated to make public pursuant to the continuing obligations of companies admitted to trading on Euronext Growth Oslo (Euronext Growth Oslo Rule Book – Part II) and on Nasdaq First North Growth Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, [email protected]. The information was submitted for publication, through the agency of the contact person set out below, at 12.00 CEST on 28 June 2023.
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For more information, please contact:
Danielle Glenn, CFO and Head of IR: [email protected]
About Zwipe
Zwipe believes the inherent uniqueness of every person is the key to a safer future. We work with great passion across networks of international organizations, industries and cultures to make convenience safe and secure. We are pioneering next-generation biometric card and wearables technology for payment and physical & logical access control and identification solutions. We promise our customers and partners deep insight and frictionless solutions, ensuring a seamless user experience with our innovative biometric products and services. Zwipe is headquartered in Oslo, Norway, with a global presence.
To learn more, visit https://www.zwipe.com/.