The extra general meeting of
Approval of the board of directors' resolution on a directed share issue
The extra general meeting resolved, in accordance with the board of directors' proposal, to approve the board of directors' resolution from
The subscription price for the new shares shall be
Subscription shall be made on a subscription list no later than on
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the
The meeting noted that all investors in the issue have undertaken, with customary exceptions, not to sell existing shares in the Company, including the shares acquired in the issue, for a period of six (6) months.
Implementation of an employee stock option program
The extra general meeting resolved, in accordance with the board of directors' proposal, to establish an employee stock option program for senior executives, other employees and some consultants within the Company and the group in
Each stock option confers the holder a right to acquire one new share in the Company against an exercise price corresponding to 125 percent of the average volume weighted price for the Company's share as quoted on Nasdaq First North Premier Growth Market during the period from and including
The Employee Stock Option Program 2024/2027 shall be offered, at one or several occasions, to (i) all existing and future senior executives and other employees and some consultants in the group's business in USA until and including
Stock options offered to the categories above which are not accepted by the categories above, can later be offered to existing (who does not subscribe their full offered share) and future senior executives or other employees in the group in
The allotted stock options will be vested over a three-year period in accordance with the following:
- 1/3 of the allotted stock options will be vesting on
28 February 2025 ; and - 2/3 of the allotted stock options will be vesting in linear quarterly instalments from
1 March 2025 up to and including1 March 2027 .
The board of directors shall be entitled to accelerate all or part of the vesting above in regard to the managing director, including the right to authorize immediate vesting of up to half of the granted stock options, with any remaining part vesting on a linear quarterly basis until
The holder can exercise allotted and vested stock options during the period from the
In order to enable the Company's delivery of shares under the Employee Stock Option Program 2024/2027 as well as to hedge ancillary costs, primarily social security contributions, the extra general meeting resolved, in accordance with the board of directors' proposal, on a directed issue of a maximum of 70,000,000 warrants of series 2024/2027 as well as an approval of transfer of warrants of series 2024/2027. The total increase of the Company's share capital amounts to a maximum of
Each warrant entitles to subscription of one new share in the Company during the period from
In case all warrants issued under Employee Stock Option Program 2024/2027 are exercised for subscription of new shares, the number of shares and votes in the Company will increase with 70,000,000 (with reservation for any re-calculation in accordance with the warrant terms and conditions), which corresponds to a dilution of approximately 8.67 percent of the Company's share capital and votes. Calculated on the basis of the number of existing shares in the Company and the additional shares through full exercise of the 181,147,204 warrants issued in connection with the rights issue of units carried out by the Company in
The maximum dilution of Employee Stock Option Program 2024/2027 plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 10.69 percent, assuming full subscription and exercise of all warrants offered and outstanding. Calculated on the basis of the number of existing shares in the Company and the additional shares through full exercise of the 181,147,204 warrants issued in connection with the rights issue of units carried out by the Company in
Authorization for the board of directors to issue shares, convertibles and/or warrants
The extra general meeting resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares, convertibles and/or warrants, with or without preferential rights for the shareholders, in the amount not exceeding twenty-five (25) percent of the total number of shares in the Company at the time of the extra general meeting, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company or in connection with acquisitions.
Issuances of new shares, convertibles or warrants under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
For the full proposals regarding the above resolutions at the extra general meeting please refer to the notice, which is available on the Company's website, www.acarix.com.
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