Notice of extra general meeting in FlexQube AB (publ)
The shareholders of FlexQube AB (publ), reg. no. 556905-3944, (the "Company") are hereby invited to the extra general meeting to be held on Wednesday 30 August 2023, at 14:00 CET in the Company’s premises at Neongatan 8, 431 53 in Mölndal.
Right to attend the general meeting
Shareholders wishing to attend the extra general meeting must:
- on the record date, which is Tuesday 22 August 2023, be registered in the share register maintained by Euroclear Sweden AB; and
- notify their participation at the general meeting no later than Thursday 24 August 2023. Notice of participation at the general meeting shall be sent by regular mail to FlexQube AB (publ), Neongatan 8, 431 53 Mölndal, or by e-mail to ir@flexqube.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors.
Nominee shares
Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Tuesday 22 August 2023 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 24 August 2023 will be considered in preparations of the share register.
Proxy etc.
A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail to FlexQube AB (publ), Neongatan 8, 431 53 Mölndal, or by e-mail to ir@flexqube.com, and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on 24 August 2023. A proxy form will be available for downloading on the Company's website www.flexqubegroup.com.
Draft agenda
- Opening of the meeting and election of chair of the meeting.
- Preparation and approval of the voting register.
- Approval of the agenda.
- Election of one or more persons to approve the minutes.
- Examination of whether the meeting has been properly convened.
- Resolution regarding authorization.
- Resolution regarding implementation of a warrant-based incentive program
- issue of warrants
- the approval of transfer of warrants.
- Closing of the meeting.
Proposed resolutions
Item 1: Opening of the meeting and election of chair of the meeting
The board of directors proposes that Carl Bohman at Baker McKenzie Advokatbyrå is appointed as chair of the general meeting.
Item 6: Resolution regarding authorization
The board of directors of the Company proposes that the extra general meeting resolves to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares, with or without preferential rights for the shareholders, corresponding to an increase in the share capital of a maximum of 77 percent based on the total share capital 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.
Issuances shall be made at a market subscription price, subject to a market issue discount where applicable, and payment shall, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions. A new share issue decided on the basis of the authorization shall take place for the purpose of realising the Company's adopted strategy and/or increase market awareness and sales activities, and/or continued product development of the Company's innovative AMR system, increase working capital and/or develop strategic alliances with technology, distribution and integration partners. If the board of directors decides on an issue with deviation from the shareholders' preferential rights, the reason may, in addition to what is stated above, be to provide the Company with new owners of strategic importance to the Company. The allocation of shares can, if the board of directors finds it appropriate, be with a subscription price corresponding to the share's quota value.
The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.
Item 7: Resolution regarding implementation of a warrant-based incentive program
The board of directors of the Company proposes that the extra general meeting resolves to implement an incentive program through issuance of warrants to senior executives and employees in the Company and the company group and to the Company, with subsequent transfer to senior executives, employees and other key persons within the Company and the company group ("Incentive program 2023/2026:3") in accordance with the below.
Background and rationale
The purpose of the proposal is to establish conditions to maintain and increase the motivation of senior executives, employees and other key persons within the Company and company group within Sweden, USA, Mexico, Germany and England. The board of directors finds that it is in all shareholders' interest that senior executives, employees and other key persons, which are considered important to the development of the company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company's shareholders and the participant.
Proposed conditions for warrants of series 2023/2026:3 follow under items 7a and 7b below (Resolution on a) issue of warrants and b) approval on transfer of the warrants) on the agenda. Resolutions according to Items 7a and 7b below must be made as a decision and are thus conditional on each other.
Preparation of the proposal
The proposal for the Incentive Program 2023/2026:3 has been prepared by the remuneration committee, the board of directors and external advisors.
Valuation
Subscription (except by the Company) and transfer of the warrants shall be made at a price equal to the warrant's fair market value, which means no social fees should arise for the company group in connection with the subscription and transfer of warrants. The warrants fair market value, according to a preliminary valuation based on the market value of the underlying share of SEK 20.0, SEK 4,94 per warrant, assuming an exercise price of SEK 26.0 per share. The Black-Scholes valuation model has been used for the valuation, assuming a risk free interest rate of 3.15 percent and a volatility of 45 percent, taking into account that no dividends and other distributions to shareholders are expected during the period of the program.
Costs and effects on key figures
As the warrants are subscribed for and transferred at fair market value, it is the Company´s assessment that there will be no social fees for the Company as a result of the subscriptions and transfers.
Certain participants may be entitled to gross salary compensation for what the participant has paid when subscribing for or acquiring warrants in Incentive Program 2023/2026:3, provided that the participant remains employed at the end of the term of Incentive Program 2023:2026:3. The total costs for social security contributions depend on the participant's employment relationship, the number of warrants subscribed for or acquired, the value of the benefit that the participant ultimately receives, i.e. the market value of the warrants at the time of subscription or acquisition, but also the countries in which the participants are resident and the prices applicable for social security contributions in these countries. Based on the assumption that all of the warrants included in the Incentive Program 2023/2026:3 are subscribed for by participants entitled to such compensation, an assumed market value of the warrant of SEK 5 upon subscription or acquisition of the warrants and an assumed average percentage for social security contributions of approximately 31.42 per cent and an annual staff turnover of approximately 10 per cent, the costs for the social security contributions are estimated to amount to a total of approximately SEK 375 000.
The other costs are expected to consist only of minimal costs for the implementation and administration of Incentive program 2023/2026:3.
It shall be noted that all calculations above are preliminary, based on assumptions and are only intended to provide an illustration of what costs Incentive Program 2023/2026:3 may entail. Actual costs may therefore deviate from what has been stated above.
The warrants are expected to have a marginal effect on the Company's key figures.
In connection with the implementation of Incentive Program 2023/2026:3, the Company intends to repurchase warrants from participants in Incentive Program 2023/2026, in total 110,000 warrants, in order to limit the number of outstanding warrants and carry out a cancellation of these.
Dilution
The total number of registered shares and votes at the time of this proposal amount to 8,233,333. The maximum dilution of Incentive program 2023/2026:3 is estimated to be a maximum of approximately 3.18 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of Incentive program 2023/2026:3 plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 10.48 percent, assuming full subscription and exercise of all warrants offered and outstanding.
Outstanding share-related incentive programs
The Company has previously established five incentive programs, series 2022/2024:N1, series 2022/2024:N2, series 2022/2024:S1, series 2023/2026, and series 2023/2026:2 respectively. For more information, see the Company's annual report for 2022.
Item 7a: Resolution on an issue of warrants
The board of directors of the Company proposes that the extra general meeting resolves to issue a maximum of 270,000 warrants, which may result in a maximum increase in the Company's share capital of SEK 27,000. The warrants shall entitle to subscription of new shares in the Company.
The following terms shall apply to the issuance:
The warrants shall be subscribed for by the managing director and the interim CFO in the Company and the Company, with the right and obligation to, at one or several occasions, transfer the warrants to current or future senior executives, employees and key persons, who are or will become employed by the Company or within the company group, at a price that is not less than the fair market value of the warrant according to the Black-Scholes valuation model and otherwise on the same terms as in the issuance.
The warrants shall be subscribed for as of 30 August 2023 up to and including 4 October 2023 on a separate subscription list, with a right for the board to extend the subscription period.
The Company has the right to subscribe for warrants without consideration and the managing director and the interim CFO in the Company has the right to subscribe for the warrants at a price equal to the warrant's market value, which shall be calculated according to the Black-Scholes valuation model or other generally accepted valuation model made by an independent appraiser or audit firm.
The managing director, the CFO and the Company will within Incentive program 2023/2026:3, be offered to subscribe for warrants as set out below:
- The Company may be offered a maximum of 50,000 warrants.
- The managing director in the Company may be offered a maximum of 200,000 warrants.
- The interim CFO in the Company may be offered a maximum of 20,000 warrants.
The Company has the right to subscribe for the warrants which are not subscribed for by the managing director and interim CFO as set out above that later (including warrants subscribed by the Company in accordance with the above) may be offered to current (who are not subscribing for their whole offered part) and future senior executives, employees and other key persons within the company group in accordance with the proposed allotment principles, in accordance with item 7b.
Payment for subscribed warrants issued for payment shall be made in cash no later than on 18 October 2023, with a right for the board to extend the payment date.
Each warrant entitles to subscription of one (1) new share in the Company during the period from 1 December 2026 up to and including 28 February 2027 or the earlier date set forth in the terms for the warrants. The bard of directors shall be entitled to extend the subscription period in the event that participants are prevented from subscribing for shares at the end of the subscription period due to the EU Market Abuse Regulation.
The subscription price shall be determined to an amount equal to 130 percent of the volume weighted average price at Nasdaq First North Growth Market during the period from 16 August 2023 up to and including 29 August 2023. The calculated subscription price shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be rounded upwards to SEK 0.01. The subscription price may not amount to less than the quota value of the company's shares. The share premium shall be transferred to the unrestricted premium reserve.
A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.
The purpose of the issuance and the deviation from the shareholders preferential rights is to implement the Incentive program 2023/2026:3. The purpose is to establish conditions to maintain and increase the motivation of current or future senior executives, employees and key persons of the Company. The board of directors finds that it is in all shareholders interest that the current or future senior executives, employees and key persons, which is considered important to the future development of the company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company's shareholders and the participant.
In connection with the subscription of the warrants by the participants, the Company shall through an agreement reserve the right to repurchase the warrants, if the participants's employment or assignment in the company group ceases or if the participant, in turn, wishes to transfer the warrants.
The complete terms and conditions for the warrants are are available at the Company at least two weeks prior to the general meeting, and includes conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.
The board of directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB.
Item 7b: the approval of transfer of warrants
The board of directors of the Company proposes that the extra general meeting resolves to approve that the Company may transfer warrants in the Company of series 2023/2026:3 to current and future senior executives, employees and other key persons within the Company and company group in Sweden, USA, Mexico, Germany and England, or in any other matter dispose of the warrants to fulfill the obligations under Incentive program 2023/2026:3.
The Company shall be entitled to retain warrants that later may be offered to current and future senior executives, employees and other key persons within the Company and company group in Sweden, USA, Mexico, Germany and England, in accordance with the proposed acquisition and allotment principles.
Current and future senior executives, employees and key persons within the Company and company group will within Incentive program 2023/2026:3, be offered to acquire warrants as set out below:
- The management, not the managing director, of the company group comprising up to 10 persons who are offered to acquire for a maximum of 10,000 warrants each and in total 50,000 warrants;
Notification to acquire warrants shall be made during the period from 30 August 2023 up to and including 23 November 2023. The warrants shall be transferred to the participants no later than 30 November 2023, provided that the transfers in accordance with the above do not exceed the maximum number of warrants issued and subscribed by the Company.
The board of directors of the Company will not participate in Incentive program 2023/2026:3.
Transfer of the warrants shall be made at a price equal to the warrant's market value at the time of transfer, which shall be calculated according to the Black-Scholes valuation model or other generally accepted valuation model. Valuation of the options shall be performed by an independent appraiser or audit firm. In connection with the transfer of the warrants to the participant, the Company shall through an agreement reserve the right to repurchase the warrants, if the participant's employment or assignment in the company group ceases or if the participant.
The warrants shall be transferred to current and future senior executives, employees and other key persons within the Company and company group in Sweden, USA, Mexico, Germany and England, or in any other matter dispose of the warrants to fulfill the obligations under Incentive program 2023/2026:3, no later than 30 November 2023, where any not transferred warrants shall be cancelled.
Majority requirements
A resolution in accordance with item 6 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting. Resolutions in accordance with item 7 is valid where supported by shareholders representing at least nine-tens of the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total number of shares and votes in the Company as of the date of the notice amount to 8,233,333 The Company does not own any of its own shares.
Other
Proxy form, the complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. All documents are available at the Company and at the Company's website www.flexqubegroup.com and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice bolagsstammor-engelska.pdf.
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Mölndal in August 2023
FlexQube AB (publ)
The board of directors