The shareholders of Acconeer AB (publ), reg. no. 556872-7654, (the "Company") are hereby given notice that the Annual General Meeting will be held on 27 April 2021.
In order to prevent the spread of the virus causing covid-19, the board of directors has decided that the annual general meeting shall be held without the physical presence of shareholders, proxies or external parties and that the shareholders shall have the opportunity to vote by mail prior to the general meeting.
Information on the resolutions passed by shareholders will be disclosed on 27 April 2021, as soon as the outcome of the postal voting has been finally confirmed.
Notification etc.
Those who wish to participate in the annual general meeting must:
(i) be listed as a shareholder in the presentation of the share register prepared by Euroclear Sweden AB concerning the circumstances as per the record date of 19 April 2021; and
(ii) give notice of intent to participate no later than 26 April 2021, by casting their postal vote in accordance with the instructions under the heading "Postal voting" below, so that the postal voting form is received by the company no later than that day.
In order to be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must, in addition to giving notice of participation in the annual general meeting, register its shares in its own name so that the shareholder is listed in the share register as of the record date of 19 April 2021. Such re-registration may be temporary (so called voting rights registration), and request for such voting rights registration shall be made to the nominee, in accordance with the nominee's routines, at such time in advance as decided by the nominee. Voting rights registration that have been made by the nominee no later than 21 April 2021, will be taken into account in the presentation of the share register.
Postal voting
The board of directors has decided that shareholders should be able to exercise their voting rights only by 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. A special form must be used for the postal vote. The form for postal voting is available on the company's website www.acconeer.com and at the company's head office, Scheelevägen 27 in Lund. Completed and signed forms for postal voting can be sent by mail to Acconeer AB (publ), Scheelevägen 27, 223 70 Lund (mark the envelope "Postal voting AGM 2021") or by email to info@acconeer.com. Completed forms must be received by the company no later than 28 April 2021.
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
Proxies etc.
Shareholders who are casting postal votes via proxy should submit a power of attorney, dated and signed by the shareholder, together with the postal vote. Power of attorney forms are available on the company's website, www.acconeer.com and at the company's head office, Scheelevägen 27 in Lund. If the shareholder is a legal person, certificate of registration or other documents of authority shall be attached to the form.
Proposed agenda
- Opening of the meeting.
- Election of chairman of the meeting.
- Election of persons to approve the minutes.
- Preparation and approval of the voting list.
- Approval of agenda.
- Determination as to whether the meeting has been duly convened.
- Presentation of the annual report and the auditor's report.
- Resolution on:
A. Adoption of the income statement and balance sheet.
B. Disposition of the Company's profit or loss according to the established balance sheet.
C. Discharge from liability of the board of directors and the CEO.
- Determination of fees to the board of directors and the auditors.
- Election of the board of directors and the auditor.
- Resolution on:
A. Directed issue of warrants (Warrant Program 2021/2024:1).
B. Approval of transfer of warrants.
- Resolution on:
A. Directed issue of warrants (Warrant Program 2021/2024:2).
B. Approval of transfer of warrants.
- Resolution on authorisation for the board of directors to resolve on issue of shares.
- Resolution on amendments to the articles of association.
- Closing of the meeting.
Item 1 – Election of the chairman of the meeting
The board of directors has proposed that attorney at law (Sw. advokat) Henric Stråth, Moll Wendén Law Firm, be elected chairman of the meeting.
Item 3 – Election of persons to approve the minutes
The board of directors proposes Per Odenius and Björn Bengtsson, or if one or both of them are prevented from participating, the person(s) appointed by the board of directors, to approve the minutes. The assignment to approve the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Item 4 – Preparation and approval of the voting list
The voting list proposed to be approved is the voting list prepared by the Company, based on the general meeting share register and received postal votes, controlled and checked by the persons assigned to approve the minutes.
Item 8.B – Resolution on disposition of the Company's profit or loss
The board of directors has proposed that no dividend is paid for the financial year 2020 and that the Company's funds available for distribution, including the loss of the year, is carried forward.
Item 9 – Determination of fees to the Board and the auditor
A group of shareholders have proposed that the fees to the board of directors, for the period until the next annual general meeting, be paid out with a total of twelve (12) price base amounts (Sw. prisbasbelopp), of which four (4) price base amounts to the chairman and two (2) price base amounts each to the other members elected by the annual general meeting who are not employed by the Company.
The board of directors has proposed that the fee to the auditor is to be paid according to approved invoice.
Item 10 – Election of the board of directors and auditor
A group of shareholders have proposed that the number of board members shall be five (5), that the number of auditors shall be one (1), and that no deputy auditors shall be appointed.
A group of shareholders have proposed that the board of directors shall consist of the following members: Bengt Adolfsson (re-election), Lars-Erik Wenersson (re-election), Git Sturesjö Adolfsson (re-election), Thomas Rex (re-election) and Johan Paulsson (re-election). It is proposed that Thomas Rex is re-elected chairman of the board.
Information regarding the proposed members of the board of directors is available on the Company's website, investor.acconeer.com.
Furthermore, it has been proposed that the registered auditing company Öhrlings PricewaterhouseCoopers AB is re-elected for a term of one year. Öhrlings PricewaterhouseCoopers AB has announced that, should the annual general meeting approve the proposal, the authorised public accountant Ola Bjärehäll will continue as the auditor-in-charge.
Item 11 – Proposal for a decision on the issue of warrants and approval of the subsidiary's transfer pursuant to Chapter 16 section 4 second paragraph of the Companies Act
Background and motive
The board of directors has proposed that the annual general meeting resolves on a warrant based incentive program for the individuals who are or will be employed by the Company (individuals employed for a fixed time period are excluded) including the CEO ("Employees") in accordance with the conditions set out below ("Warrant Program 2021/2024:1").
The purpose of the proposed program and the reasons for the deviation from the shareholders' preferential rights are that the board of directors believes that a warrant program that allows employees to gain access to the Company's value development promotes participation and accountability and brings increased motivation to promote favourable economic development in the Company. An incentive program is also expected to contribute to the recruitment and retention of competent, motivated and committed employees.
In light of the above, the board of directors propose that the annual general meeting resolve to (A) issue warrants of series 2021/2024:1 to the Subsidiary (as defined below) and (B) approve the transfer of warrants series 2021/2024:1 from the Subsidiary to Employees in accordance with item 11.B below. Items (A) and (B) constitute an overall proposal and shall be resolved upon as one resolution by the annual general meeting.
Item 11.A – Directed issue of warrants (Warrant Program 2021/2024:1)
For the implementation of Warrant Program 2021/2024:1, the board of directors propose that the annual general meeting resolves to issue a maximum of 300,000 warrants of series 2021/2024:1, implying an increase in the share capital upon full exercise with a maximum of SEK 15,000.
For the decision, the following conditions shall apply:
- No more than 300,000 warrants shall be issued.
- With the exception of shareholders' preferential rights, the subscriber shall be the Company's wholly-owned subsidiary Acconeer Incentive AB, reg. no. 559156-2474 (the "Subsidiary") with the right and obligation for the Subsidiary to transfer the warrants to the Employees in accordance with item B below.
- The warrants shall be issued free of charge to the Subsidiary.
- Subscription of warrants shall be made on a special subscription list within two weeks from the date of the issue resolution. The board of directors is entitled to extend the subscription period. Over-subscription cannot occur.
- Each warrant entitles the holder to subscribe for one (1) share in the Company.
- Subscription of shares under the warrants may take place during the period from 15 May 2024 until 30 September 2024. The premium per share shall be transferred to the free share premium reserve (Sw. fria överkursfonden).
- The subscription price per share shall correspond to 130 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period of ten (10) trading days ending on 23 April 2021, however the subscription price per share shall never be less than the quota value of the share. The subscription price shall be rounded to the nearest SEK 0.01, whereupon SEK 0.005 shall be rounded upwards.
- The shares subscribed for on the basis of the warrants shall entitle the holder to a distribution of profits for the first time on the first record date of dividends that occur after the subscription of shares has been exercised through the exercise of the warrants.
- Applicable re-calculation terms and other terms and conditions for the warrants can be found in "Terms and conditions for warrants series 2021/2024:1 for new subscription of shares in Acconeer AB (publ)".
- The board of directors, or the one the board of directors appoints, is authorised to make minor adjustments to the annual general meeting's decisions and attachments that may prove necessary in connection with the registration with the Swedish Companies Registration Office or, where applicable, Euroclear Sweden AB.
Item 11.B – Approval of transfer of warrants
Warrant Program 2021/2024:1 shall be carried out mainly as described below.
- The warrants shall, for payment, be transferred by the Subsidiary on 2 May 2021, or on the later date decided by the board of directors, to the Employees in accordance with the guidelines set out below.
- Transfer according to item 11.B.1 shall be made at market value at the respective transfer dates, which shall be determined by Optionspartner AB or another independent valuation institute, using the Black & Scholes valuation model.
- Warrants shall be allotted in accordance with the following guidelines:
o On each respective transfer date, every Employee shall be given the opportunity to acquire warrants to an amount equivalent to no more than one tenth (1/10) of the Employee's annual income prior to income tax.
o No more than 300,000 warrants in total may be allotted at each occasion.
- There will be no guaranteed allotment and over-subscription cannot occur. In case the subscription of warrants exceeds the highest amount of warrants which may be allotted, allotment of warrants will be made proportionally in accordance with each Employee's annual income prior to income tax or, to the extent that allotment cannot be made this way, by the drawing of lots.
- Transfer of warrants may not take place after the annual general meeting 2022, after which non-transferred warrants shall be cancelled. Such cancellation of warrants shall be reported to the Swedish Companies Registration Office for duly registration.
- The right to transfer warrants in Warrant Program 2021/2024:1 assumes that (i) the Employee holds his/her position or has signed an agreement thereon by the time of the allotment and not announced or been informed at that time that the employment is intended to be terminated, (ii) that acquisition of warrants can take place in accordance with applicable laws and, according to the board of directors' assessment, can be executed with reasonable administrative costs and financial efforts, and (iii) that the Employee and/or, in applicable cases, the participant's company has entered into an agreement with the Company, according to which the Company, or the one the Company assigns, under certain circumstances has the right to repurchase the warrants from the participant/company if the participant's employment/consultancy assignment ceases or if the participant/company wishes to transfer the warrants before they can be exercised for subscription of shares. The board of directors has the right to make the reasonable changes and adjustments to the terms and conditions of the agreement that are deemed suitable or appropriate as a result of local employment law or tax law or administrative conditions.
Award criteria
No award criteria, beyond what is stated in item 11.B.6 above, have been resolved upon to receive allocation in the incentive program. The board of directors believe that a broad program that includes all Employees provides the best conditions to achieve the board of directors' goals of implementing the program: committed, motivated and competent co-workers.
Valuation
Subscription of the warrants shall be made at a price equal to the warrant's fair market value the day of subscription. The warrants' fair market value, according to a preliminary valuation based on assumptions of the market value of the underlying share of SEK 29.86 at subscription and an exercise price of SEK 31.81 per share, SEK 4.99 per warrant. The Black & Scholes valuation model has been used for the valuation, assuming a risk-free interest rate of -0.217 per cent and a volatility assumption of 40.3 per cent, taking into account the expected dividends and other value transfers to the shareholders. With respect to restrictions on disposal of, and the illiquidity in the warrants, a so called illiquidity discount of 15.2 per cent has been applied to the warrants' value. The final price for the warrants will be established in connection with each subscription occasion to the Employees and will be based on market conditions prevailing at that time.
Costs
Since the warrants are subscribed for at market value, the Company is of the opinion that there will be no social costs for the Company as a result of the issue. However, some costs may arise if the subscription price exceeds the initially estimated market value. The costs will therefore mainly consist of limited costs for the implementation and administration of the warrants. Warrant Program 2021/2024:1 is not expected to entail any costs of significance to the Company. For this reason, no measures for hedging the program have been taken.
Dilution, previous incentive programs and effects on key ratios
As per the day of this proposal, there are 23,300,500 shares in the Company. Assuming that all warrants that can be issued under Warrant Program 2021/2024:1 are exercised for subscription of new shares, the number of shares and votes in the Company will increase by 300,000, which corresponds to a dilution of approximately 1.27 per cent of the number of shares and votes in Company. The dilution is expected to have a marginal impact on the Company's key ratios.
The Company currently has three ongoing share-based incentive programs: Warrant Program 2018/2021, Warrant Program 2019/2022 and Warrant Program 2020/2023.
The annual general meeting resolved on 5 April 2018 to, through the Warrant Program 2018/2021, issue a maximum of 200,000 warrants to the Subsidiary, which as of today holds 118,000 of these. The incentive program includes the Company's employees. The warrant holders have the right to, during the period from and including 1 May 2021 to and including 30 June 2021, call for subscription of a new share in the Company at a subscription price corresponding to 140 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period from 27 April 2018 until 7 May 2018. The annual general meeting resolved on 9 April 2019 to issue a maximum of 600,000 warrants to the Subsidiary through Warrant Program 2019/2022. The incentive program includes the Company's employees. The warrant holders have the right to, during the period from and including 1 May 2022 to and including 30 June 2022, call for subscription of a new share in the Company at a subscription price corresponding to 140 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period from 26 March 2019 until 9 April 2019. The annual general meeting resolved on 14 April 2020 to issue a maximum of 300,000 warrants to the Subsidiary through Warrants Program 2020/2023. The incentive program includes people who are or will be employed by the Company (but not fixed-term employees) including the CEO. The warrant holders have the right to, during the period from and including 1 May 2023 to and including 30 June 2023, call for subscription of a new share in the Company at a subscription price corresponding to 120 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period from 31 March 2020 until 13 April 2020.
Besides Warrant Program 2021/2024:1, the board of directors proposes that the annual general meeting of 27 April 2021 resolves to implement Warrant Program 2021/2024:2 (see item 12).
If (i) all outstanding warrants issued in connection to ongoing incentive programs, excluding the warrants held by the Subsidiary, are exercised in full for subscription of shares, (ii) the general meeting resolves on the implementation of Warrant Program 2021/2024:1 and Warrant Program 2021/2024:2 in accordance with the proposals, and (iii) all warrants that can be issued in or in connection to ongoing incentive programs, Warrant Program 2021/2024:1 and Warrant Program 2021/2024:2 are exercised for subscription of shares, the number of shares and votes in the Company will increase by 982,000, which corresponds to a total dilution of approximately 4.04 per cent of the number of shares and votes in the Company.
The above estimates are subject to revaluations of the warrants under the usual translation terms contained in the full terms. All dilution effects have been calculated as the number of additional shares in relation to the number of existing plus additional shares.
Preparation of the proposal
The proposal for resolution on the implementation of Warrant Program 2021/2024:1 and the proposals of resolutions according to item 11.A and 11.B above, have been prepared by the board of directors together with external advisors. Board members will not be allotted. The CEO, who may be granted warrants in Warrant Program 2021/2024:1, has not participated in the preparation of the proposal.
Majority requirements
The resolution of the annual general meeting in accordance with the board of director's proposals under items 11.A-B above is proposed to be adopted as a joint decision. A valid resolution requires that the resolution is supported by shareholders with at least nine tenths (9/10) of both the votes cast and the shares represented at the annual general meeting.
Item 12 – Proposal for a decision on the issue of warrants and approval of the subsidiary's transfer pursuant to Chapter 16 section 4 second paragraph of the Companies Act
Background and motive
The board of directors has proposed that the annual general meeting resolves on a warrant based incentive program for individuals who are or will be Employees in accordance with the conditions set out below ("Warrant Program 2021/2024:2").
The purpose of the proposed program and the reasons for the deviation from the shareholders' preferential rights are that the board of directors believes that a warrant program that allows employees to gain access to the Company's value development promotes participation and accountability and brings increased motivation to promote favourable economic development in the Company. An incentive program is also expected to contribute to the recruitment and retention of competent, motivated and committed employees.
In light of the above, the board of directors proposes that the annual general meeting resolve to (A) issue warrants series 2021/2024:2 to the Subsidiary and (B) approve transfer of warrants series 2021/2024:2 from the Subsidiary to Employees in accordance with item 12.B below. Items (A) and (B) constitute an overall proposal and shall be resolved upon as one resolution by the annual general meeting.
Item 12.A – Directed issue of warrants (warrant program 2021/2024:2)
For the implementation of Warrant Program 2021/2024:2, the board of directors propose that the annual general meeting resolves to issue a maximum of 300,000 warrants of series 2021/2024:2, implying an increase in the share capital upon full exercise with a maximum of SEK 15,000.
For the decision, the following conditions shall apply:
- No more than 300,000 warrants shall be issued.
- With the exception of shareholders' preferential rights, the subscriber shall be the Subsidiary, with the right and obligation for the Subsidiary to transfer the warrants to the Employees in accordance with item B below.
- The warrants shall be issued free of charge to the Subsidiary.
- Subscription of warrants shall be made on a special subscription list within two weeks from the date of the issue resolution. The board of directors is entitled to extend the subscription period. Over-subscription cannot occur.
- Each warrant entitles the holder to subscribe for one (1) share in the Company.
- Subscription of shares under the warrants may take place during the period from 15 November 2024 until 31 March 2024. The premium per share shall be transferred to the free share premium reserve (Sw. fria överkursfonden).
- The subscription price per share shall correspond to 130 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period of ten (10) trading days beginning on 28 October 2021, however the subscription price per share shall never be less than the quota value of the share. The subscription price shall be rounded to the nearest SEK 0.01, whereupon SEK 0.005 shall be rounded upwards.
- The shares subscribed for on the basis of the warrants shall entitle the holder to a distribution of profits for the first time on the first record date of dividends that occur after the subscription of shares has been exercised through the exercise of the warrants.
- Applicable re-calculation terms and other terms and conditions for the warrants can be found in "Terms and conditions for warrants series 2021/2024:2 for new subscription of shares in Acconeer AB (publ)".
- The board of directors, or the one the board of directors appoints, is authorised to make minor adjustments to the annual general meeting's decisions and attachments that may prove necessary in connection with the registration with the Swedish Companies Registration Office or, where applicable, Euroclear Sweden AB.
Item 12.B – Approval of transfer of warrants
Warrant Program 2021/2024:2 shall be carried out mainly as described below.
- The warrants shall, for payment, be transferred by the Subsidiary on 2 November 2021, or on the later date decided by the board of directors, to the Employees in accordance with the guidelines set out below.
- Transfer according to item 12.B.1 shall be made at market value at the respective transfer dates, which shall be determined by Optionspartner AB or another independent valuation institute, using the Black & Scholes valuation model.
- Warrants shall be allotted in accordance with the following guidelines:
o On each respective transfer date, every Employee shall be given the opportunity to acquire warrants to an amount equivalent to no more than one tenth (1/10) of the Employee's annual income prior to income tax.
o No more than 300,000 warrants in total may be allotted at each occasion.
- There will be no guaranteed allotment and over-subscription cannot occur. In case the subscription of warrants exceeds the highest amount of warrants which may be allotted, allotment of warrants will be made proportionally in accordance with each Employee's annual income prior to income tax or, to the extent that allotment cannot be made this way, by the drawing of lots.
- Transfer of warrants may not take place after the annual general meeting 2022, after which non-transferred warrants shall be cancelled. Such cancellation of warrants shall be reported to the Swedish Companies Registration Office for duly registration.
- The right to transfer warrants in Warrant Program 2021/2024:2 assumes that (i) the Employee holds his/her position or has signed an agreement thereon by the time of the allotment and not announced or been informed at that time that the employment is intended to be terminated, (ii) that acquisition of warrants can take place in accordance with applicable laws and, according to the board of directors' assessment, can be executed with reasonable administrative costs and financial efforts, and (iii) that the Employee and/or, in applicable cases, the participant's company has entered into an agreement with the Company, according to which the Company, or the one the Company assigns, under certain circumstances has the right to repurchase the warrants from the participant/company if the participant's employment/consultancy assignment ceases or if the participant/company wishes to transfer the warrants before they can be exercised for subscription of shares. The board of directors has the right to make the reasonable changes and adjustments to the terms and conditions of the agreement that are deemed suitable or appropriate as a result of local employment law or tax law or administrative conditions.
Award criteria
No award criteria, beyond what is stated in item 12.B.6 above, have been resolved upon to receive allocation in the incentive program. The board of directors believes that a broad program that includes all Employees provides the best conditions to achieve the board of directors' goals of implementing the program: committed, motivated and competent co-workers.
Valuation
Subscription of the warrants shall be made at a price equal to the warrant's fair market value the day of subscription. The warrants' fair market value, according to a preliminary valuation based on assumptions of the market value of the underlying share of SEK 29.86 at subscription and an exercise price of SEK 31.81 per share, SEK 5.51 per warrant. The Black & Scholes valuation model has been used for the valuation, assuming a risk-free interest rate of -0.186 per cent and a volatility assumption of 40.3 per cent, taking into account the expected dividends and other value transfers to the shareholders. With respect to restrictions on disposal of, and the inliquidity in the warrants, a so called illiquidity discount of 17.7 per cent has been applied to the warrants' value. The final price for the warrants will be established in connection with each subscription occasion to the Employees and will be based on market conditions prevailing at that time.
Costs
Since the warrants are subscribed for at market value, the Company is of the opinion that there will be no social costs for the Company as a result of the issue. However, some costs may arise if the subscription price exceeds the initially estimated market value. The costs will therefore mainly consist of limited costs for the implementation and administration of the warrants. Warrant Program 2021/2024:2 is not expected to entail any costs of significance to the Company. For this reason, no measures for hedging the program have been taken.
Dilution, previous incentive programs and effects on key ratios
As per the day of this proposal, there are 23,300,500 shares in the Company. Assuming that all warrants that can be issued under Warrant Program 2021/2024:2 are exercised for subscription of new shares, the number of shares and votes in the Company will increase by 300,000, which corresponds to a dilution of approximately 1.27 per cent of the number of shares and votes in Company. The dilution is expected to have a marginal impact on the Company's key ratios.
The Company currently has three ongoing share-based incentive programs: Warrant Program 2018/2021, Warrant Program 2019/2022 and Warrant Program 2020/2023.
The annual general meeting resolved on 5 April 2018 to, through the Warrant Program 2018/2021, issue a maximum of 200,000 warrants to the Subsidiary, which as of today holds 118,000 of these. The incentive program includes the Company's employees. The warrant holders have the right to, during the period from and including 1 May 2021 to and including 30 June 2021, call for subscription of a new share in the Company at a subscription price corresponding to 140 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period from 27 April 2018 until 7 May 2018. The annual general meeting resolved on 9 April 2019 to issue a maximum of 600,000 warrants to the Subsidiary through Warrant Program 2019/2022. The incentive program includes the Company's employees. The warrant holders have the right to, during the period from and including 1 May 2022 to and including 30 June 2022, call for subscription of a new share in the Company at a subscription price corresponding to 140 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period from 26 March 2019 until 9 April 2019. The annual general meeting resolved on 14 April 2020 to issue a maximum of 300,000 warrants to the Subsidiary through Warrants Program 2020/2023. The incentive program includes people who are or will be employed by the Company (but not fixed-term employees) including the CEO. The warrant holders have the right to, during the period from and including 1 May 2023 to and including 30 June 2023, call for subscription of a new share in the Company at a subscription price corresponding to 120 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official curriculum list for shares in the Company during the period from 31 March 2020 until 13 April 2020.
Besides Warrant Program 2021/2024:2, the board of directors proposes that the annual general meeting of 27 April 2021 resolves to implement Warrant Program 2021/2024:1 (see item 11).
If (i) all outstanding warrants issued in connection to ongoing incentive programs, excluding the warrants held by the Subsidiary, are exercised in full for subscription of shares, (ii) the general meeting resolves on the implementation of Warrant Program 2021/2024:2 and Warrant Program 2021/2024:1 in accordance with the proposals, and (iii) all warrants that can be issued in or in connection to ongoing incentive programs, Warrant Program 2021/2024:2 and Warrant Program 2021/2024:1 are exercised for subscription of shares, the number of shares and votes in the Company will increase by 982,000, which corresponds to a total dilution of approximately 4.04 per cent of the number of shares and votes in the Company.
The above estimates are subject to revaluations of the warrants under the usual translation terms contained in the full terms. All dilution effects have been calculated as the number of additional shares in relation to the number of existing plus additional shares.
Preparation of the proposal
The proposal for resolution on the implementation of Warrant Program 2021/2024:2 and the proposals of resolutions according to item 12.A and 12.B above, have been prepared by the board of directors together with external advisors. Board members will not be allotted. The CEO, who may be granted warrants in Warrant Program 2021/2024:2, has not participated in the preparation of the proposal.
Majority requirements
The resolution of the annual general meeting in accordance with the board of director's proposals under items 12.A-B above is proposed to be adopted as a joint decision. A valid resolution requires that the resolution is supported by shareholders with at least nine tenths (9/10) of both the votes cast and the shares represented at the annual general meeting.
Item 11 – Proposal for a decision regarding authorisation of the board of directors to issue new shares
The board of directors proposes that the meeting authorises the board of directors until the next annual general meeting to, on one or more occasions, resolve to increase the Company's share capital by issue of no more than shares corresponding to twenty-five (25) per cent of the total number of shares in the Company at the time of the meeting's decision of authorisation.
However, such issues may not cause the share capital in the Company to exceed the Company's highest allowed share capital according to the articles of association. The board of directors may deviate from the shareholders' preferential rights. The reason for the board of directors' authorisation to deviate from the shareholders' preferential rights is to enable the Company to raise new capital and to take advantage of future opportunities to attract new long-term owners, and to finance the Company's growth strategy. The authorisation also includes the right to decide on payment for the issued shares by set-off, in kind or with other conditions as referred in chapter 13 section 5 item 6 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)). At a deviation from the shareholders' preferential rights, the issue rate shall be determined in accordance with market conditions.
For a valid resolution on the proposal in this item 11, the proposal has to be supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as shares represented at the meeting.
Item 14 – Proposal to amend the articles of association
The board of directors of Acconeer AB (publ) proposes that the articles of association is supplemented with terms that make it possible for the board of directors to collect power of attorneys in accordance with the procedure specified in chapter 7 section 4 second paragraph of the Swedish Companies Act (2005:551), and that the board of directors may decide that the shareholders shall be able to exercise their voting right by post before the general meeting in accordance with the procedure specified in chapter 7 section 4 a of the Swedish Companies Act. The purpose of the proposal is to give the board of directors increased flexibility in the conduct of general meetings, even after the Act (2020:198) on Temporary Exemptions to Facilitate the Conduct of General Meetings has ceased to apply. Furthermore, the board of directors proposes that the registered office, due to moving to new premises in Malmö, is amended to the Municipality of Malmö. Finally, a number of amendments due to legislative changes, as well as certain editorial amendments, are proposed. Due to the insertion of two new sections (§ 9 and § 10), it is proposed to renumber the sections, whereby the previous § 9 becomes § 11.
For a valid resolution on the proposal in this item 14, the proposal has to be supported by shareholders representing at least two-thirds (2/3) of the votes cast as well as shares represented at the meeting.
|
Current wording
|
Proposed wording
|
|
§ 1. Name
The name of the Company is Acconer AB. The Company is public (publ).
|
§ 1. Business name
The business name of the Company is Acconeer AB (publ). The Company is public (publ).
|
|
§ 2. Registered office
The board of directors shall have its registered office in the Municipality of Lund.
|
§ 2. Registered office
The board of directors shall have its registered office in the Municipality of Malmö.
|
|
§ 8. Notice convening general meetings
Notices convening a General Meeting shall be published in "Post- och Inrikes Tidningar" and on the website of the company. The fact that notice has been given shall be published in "Dagens Industri".
Shareholders wishing to attend a General Meeting shall notify the Company no later than on the day specified in the notice convening the meeting, stating the number of assistants. This day must not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve, and may not be earlier than the fifth weekday before the general meeting.
|
§ 8. Notice of general meetings, etc.
Notices of a general meetings shall be made through announcement in "Post- och Inrikes Tidningar" and on the website of the company. The fact that notice has been issued shall be announced in "Dagens Industri".
Shareholders wishing to attend a general meeting shall notify the Company of the intention to attend no later than on the day stipulated in the notice of the general meeting, stating the number of assistants. This day must not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and may not be earlier than the fifth weekday prior to the general meeting.
A shareholder may be accompanied by assistants at a general meeting only where the shareholder has given the company notice of the number of assistants (not more than two) as specified in the previous paragraph.
|
|
|
§ 9 Collecting of powers of attorneys and vote by post
The board of directors may collect powers of attorney in accordance with the procedure described in chapter 7 section 4 second paragraph of the Companies Act (2005:551).
The board of directors has the right before a general meeting to decide that shareholders shall be able to exercise their right to vote by post before the general meeting.
|
|
|
§ 10 The right for persons not being shareholders to attend a general meeting
The board of directors may resolve that persons not being shareholders of the company shall be entitled, on the conditions stipulated by the board of directors, to attend or in any other manner follow the discussions at a general meeting.
|
|
§ 11. CSD Clause
The Company's shares shall be registered in a CSD (Central Securities Depositary) register under the Financial Instruments Accounts Act (1998:1479).
|
§ 13. CSD Clause
The Company's shares shall be registered in a CSD (central securities depositary) (CSD) register in accordance with the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479).
|
Available documents
The complete proposals and other documents that shall be made available prior to the annual general meeting pursuant to the Swedish Companies Act will be made available at the Company and at the Company's website, www.acconeer.com, no later than three weeks prior to the annual general meeting. The documents will also be sent free of charge to shareholders who so request and provide their address to the company.
Information at the annual general meeting
The board of directors and 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.
Request for such information shall be made in writing to the Company no later than ten (10) days prior to the annual general meeting, i.e. no later than 17 April 2021, to the address Acconeer AB (publ), Scheelevägen 27, 223 70 Lund (mark the envelope "Disclosure Annual General Meeting 2021") or by email to info@acconeer.com. Such a request should include the name of the shareholder including such shareholder's personal or organisation number. It is also recommended that the submission includes the shareholder's postal address, email address and telephone number. The information will be available on the Company's website www.acconeer.com and at the Company's head office at Scheelevägen 27 in Lund no later than 22 April 2021. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Shares and votes in the Company
The total number of shares and votes in the Company amount to 23,300,500. The Company does not hold any own shares.
Processing of personal data
For information on how your personal data is processed, the Company refers to the integrity policy available on Euroclear Sweden AB's website https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
____________
Lund in March 2021
Acconeer AB (publ)
The board of directors
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
For further information, please contact:
Lars Lindell, CEO
Tel. +46 (0) 10 218 92 00
ir@acconeer.com
www.acconeer.com
The following documents can be retrieved from beQuoted
Notice-of-Annual-General-Meeting-2021-in-Acconeer-AB-publ.pdf
Acconeer AB in brief
With groundbreaking technology, Acconeer has developed a radar sensor that opens a new world of interaction. Acconeer Micro Radar Sensor, with low power consumption, high precision, small size and high robustness, is a 60GHz robust and cost-effective sensor for detection, distance measurement, motion detection and camera-supported applications with low power consumption. Acconeer combines the advantage of low power consumption with highly accurate pulsed radar systems of coherent radar, all integrated into a component with a surface area of only 28 mm2. The radar sensor can be included in a range of mobile consumer products, from smartphones to wearables, but also in areas such as robots, drones, the Internet of Things, healthcare, automotive, industrial robots and security and monitoring systems. Acconeer is a semiconductor company and, as a business model, sells hardware to manufacturers of consumer electronics products. Acconeer is listed on Nasdaq First North Growth Market with the ticker code ACCON, Redeye is the company's Certified Advisor (CA) and can be contacted via telephone +46(0)8 121 576 90 or via e-mail certifiedadviser@redey.se
