The shareholders of NeoDynamics AB (publ), reg. no. 559014-9117 (the “Company”) are hereby convened to the extraordinary general meeting on Friday 25 February 2022 at 09.00 at the Company’s premises at Lejonvägen 14, Lidingö.
The Company takes the current Covid-19 situation very seriously and therefore urges all shareholders to carefully consider whether a personal / physical presence at the meeting is necessary and to consider the alternative of attending the general meeting through a proxy instead. Shareholders with cold or flu-like symptoms, including mild ones, as well as shareholders belonging to a risk group are specifically asked to participate via a representative. If the shareholder wishes to attend the General Meeting through a proxy, any authorization documents (such as a power of attorney in original and registration certificate) should have been received by the Company no later than 23 February 2022.
Shareholders who wish to attend the general meeting must be entered as a shareholder in the Company’s share register on Thursday 17 February 2022 and give notice of intent to participate to the Company not later than on Tuesday 22 February 2022. Notification of participation must be made in writing to NeoDynamics AB, Lejonvägen 14, 181 32 Lidingö. Notice can also be made by e-mail: email@example.com. The notification must state the full name, personal or organization number, shareholding, address, telephone number and, where applicable, information about deputies or assistant (maximum 2). The notification must, if applicable, be accompanied by proxies, registration certificates and other authorization documents.
Shareholders whose shares are registered in the name of a nominee must, in order to exercise the right to vote and participate in the general meeting, register the shares in their own name (so called voting registration) so that the shareholder is included in the shareholders’ register kept by Euroclear Sweden on Thursday 17 February 2022. Voting registration requested by shareholders in such time that the registration has been completed by the relevant nominee no later than Monday 21 February 2022 will be taken into account in the preparation of the shareholders’ register. Shareholders are therefore advised to request such registration of the shares well in advance of this date.
Shareholders represented by proxy must present a written power of attorney for the representative. A person representing a legal person must present a registration certificate (or equivalent authorization document) which shows that the persons who have signed the power of attorney are authorized signatories for the shareholder. In order to facilitate access to the general meeting, the power of attorney in original (together with any authorization documents) should be sent to the Company together with the notification of participation. The period of validity of the power of attorney may be specified for a maximum of five years from the date of issue. A power of attorney form is available on the Company’s website, www.neodynamics.com.
As of the date of this notice, there are a total of 60,250,592 shares and votes in the Company.
Item 6 – Resolution on new issue of shares with preferential rights for existing shareholders
The Board of Directors proposes that the general meeting resolves on a new issue of shares, with preferential rights for the shareholders, to increase the Company’s share capital with no more than SEK 6,025,059.20 by an issue of no more than 60,250,592 shares in accordance with the following conditions:
Item 7 - Resolution on the adoption of an incentive scheme via a) a directed issue of warrants to participants in the incentive scheme, and b) to offer bonus payment
The Board of Directors proposes that the general meeting resolves to adopt an incentive scheme for the Company’s and its subsidiaries employees and other key persons via a directed issue of warrants to the participants in the incentive scheme. Each warrant entitles to subscription of one (1) new share in the Company.
The Board of Directors believes that it is important and in the interest of all shareholders that the employees and other key persons, who are deemed to be important for the Company's further development, have a long-term interest in a good value increase of the Company’s shares. A personal long-term ownership commitment can be expected to contribute to an increased interest in the Company's operations and earnings and raise the participants' motivation and connection with the Company and its shareholders.
Based on the existing number of shares in the Company, the dilution resulting from the proposed incentive program, assuming that all warrants are exercised for subscription of new shares, will be approximately 2 percent of the shares and the votes. The dilutive effect has been determined according to the following formula: 1-(existing number of shares/new number of shares).
This proposal has been prepared by the Board of Directors in consultation with external advisors.
The Board of Directors proposes that the general meeting resolves on a directed issue of a maximum of 2 640 000 warrants on the following terms:
(a) Anna Eriksrud (CEO): not more than 500 000 warrants;
(b) Other employees: not more than 350 000 warrants and in accordance with the allocation determined by the CEO; and
(c) Other key persons: not more than 350,000 warrants and in accordance with the allocation determined by the CEO.
A person who has signed an employment contract, but not yet acceded his/her employment is equated with an employee.
A subscriber may subscribe for a lower, but not a higher, number of warrants than he/she is entitled to subscribe for as set out above.
Participants who are employed by the Company or a subsidiary of the Company are offered a possibility to receive a bonus, corresponding to half of the option premium paid by the participant and the income tax charged on the bonus, provided that (i) the participant remains an employee of the Company or a subsidiary of the Company at the termination term of the warrants, and (ii) that the participant exercises his/her warrants for subscription of shares. Bonus is only payable with a net amount corresponding to half of the option premium paid for warrants exercised for subscription of shares. Warrants not exercised does not entitle to a bonus payment.
If case of right to early exercise of warrants, e.g. at, but not limited to, a transfer of the majority of the shares in the Company, the participants shall be offered a possibility to receive bonus even if the time limitations set out above have not been met.
The Board of Directors, or a person appointed by the board, shall be entitled to offer bonus for allotted warrants upon changed conditions attributable to the participant, such as death, illness or other deserving circumstances.
The participant is responsible for financing the option premium when purchasing the warrants.
Participants who are not employed by the Company or a subsidiary of the Company are not offered a possibility to receive bonus.
Preliminary calculation of the premium and costs for the incentive scheme
The market price of a warrant of series 2022/2025 has, according to a preliminary calculation using the Black & Scholes formula, been calculated to SEK 0.19. The calculation is based on an assumed market value of the underlying share of SEK 1.70, a risk-free interest of 0 percent, and an assumed volatility of 34 percent. The preliminary calculation is based on assumptions. When employees and other key persons subscribe for warrants, the market value will be determined based on updated assumptions and then known parameters.
The incentive scheme has been prepared in consultation with external legal and financial advisers and the costs for this guidance is estimated to amount to a maximum of SEK 200 000.
In addition to the advisory costs, the Board of Directors deems that the incentive program will cause certain administrative costs in connection with registration and share subscription by exercise of warrants and in the form of bonus costs.
The incentive scheme is expected to have a limited effect on the Company’s key performance indicators.
Other outstanding share-related incentive programs in the Company
There is one previous share-related incentive program in the Company – Warrant program 2020/2023. As of the date of the proposal, there are 1 021 900 outstanding warrants in Warrant Program 2020/2023, which are held by employees. Each warrant of series 2020/2023 entitles to subscription of one (1) new share in the Company at a subscription price of SEK 4.71 during the period 1 August 2023 and 30 September 2023.
The resolutions above are conditional on each other and are therefore to be resolved upon as one resolution. A valid resolution requires approval of shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the meeting.
The managing director, or any other person appointed by the Board of Directors, shall have the right to take those smaller measures that may be required in order to register and implement the resolution.
The Board of Directors and the managing director shall, upon request by any shareholder, and where the Board of Directors believes that such may take place without significant harm to the Company, provide information in respect of any circumstances which may affect the assessment of a matter on the agenda or the Company’s relationship to other group companies.
The Board of Directors’ complete proposals in accordance with the resolutions above as well as other documents in accordance with the Swedish Companies Act will be available at the Company’s office, NeoDynamics AB, Lejonvägen 14, Lidingö and on the Company's website (www.neodynamics.com) no later than two weeks before the general meeting and will also be sent to shareholders who so request and inform the Company of their address. The documents will also be available at the general meeting.
Lidingö in February 2022
NeoDynamics AB (publ)
The Board of Directors