INFORMATION ON ADVANCE VOTING
The extraordinary general meeting will be conducted through mandatory advance voting (postal voting) pursuant to the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. It will therefore not be possible to attend the extraordinary general meeting in person or by proxy. Information on the resolutions passed at the Extraordinary General Meeting will be published on the same day as the Extraordinary General Meeting as soon as the outcome of the voting is finally compiled.
NOTIFICATION OF ADVANCE VOTING, ETC.
Notification
In order for a shareholder to be entitled to participate in the extraordinary general meeting by voting in advance, the shareholder:
- be recorded as a shareholder in the share register prepared by Euroclear Sweden AB as of Friday, July 22, 2022 (for nominee registered shares, see also "Nominee registered shares" below), and
- register by casting an advance vote in accordance with the instructions below so that the advance vote is received by Norditek no later than Friday, July 29, 2022.
Information provided in the notification will be processed and used only for the purpose of the EGM. See below for further information on the processing of personal data.
Fiduciary registered shares
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 registering for the meeting, register the shares in his or her own name so that the shareholder is included in the presentation of the share register as of Friday, July 22, 2022. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's routines in such time in advance as the nominee determines. Voting rights registration made by the nominee no later than Tuesday, July 26, 2022 will be taken into account in the preparation of the share register.
Advance voting
The shareholders may exercise their voting rights at the general meeting only by voting in advance, so-called postal voting in accordance with section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form must be used for advance voting. The form is available at www.norditek.se/kallelse-till-extra-bolagsstamma-220706. The advance voting form is valid as registration for the Extraordinary General Meeting. Proxy forms for shareholders who wish to vote in advance by proxy will also be available on the Company's website.
The completed form must be received by Norditek no later than Friday 29 July 2022. The completed form shall be sent to the address: Norditek Group AB, Stora Åvägen 21, 436 34 Askim. The completed form may also be submitted electronically and shall then be sent to info@norditek.se. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form. The same applies if the shareholder votes in advance by proxy. The shareholder may not provide the advance vote with special instructions or conditions. If so, the vote (i.e. the advance vote in its entirety) is invalid.
Further instructions and conditions are set out in the advance voting form.
Proxy forms for shareholders who wish to vote in advance by proxy will be available on the company's website, www.norditek.se.
Draft agenda:
1. Election of the chairman of the meeting
2. Election of one or two adjusters
3. Preparation and approval of the voting list
4. Approval of the agenda
5. examination of whether the meeting has been duly convened
6. resolution on a) adoption of a long-term incentive program for senior executives and key employees in the group and b) resolution on a directed issue of warrants to a wholly-owned subsidiary and approval of transfer of warrants to senior executives and key employees in the group.
Proposal for a decision
Item 1 - Election of the Chairman of the meeting
The board of directors proposes that Göran Nordlund, or, if he is unable to attend, the person appointed by the board of directors instead, shall be elected chairman of the extraordinary general meeting.
Item 2 - Election of one or two verifiers
The board of directors proposes that Carl Schneider, or in case of impediment, the person(s) designated by the board of directors instead, is appointed to verify the minutes of the meeting together with the chairman. The verifying person's task also includes checking the voting list and that received advance votes are correctly reflected in the minutes.
Item 3 - Establishment and approval of the voting list
The voting list proposed to be approved by the General Meeting is the voting list prepared by the Company, based on the share register of the General Meeting and the advance votes received, and verified and approved by the person approving the minutes.
Item 6 - Resolution on A) adoption of a long-term incentive program for senior executives and key employees in the group and B) resolution on a directed issue of warrants to a wholly-owned subsidiary and approval of transfer of warrants to senior executives and key employees in the group.
A. Implementation of Option Program 2022
The board of directors of the Company proposes that the extraordinary general meeting resolves to establish a long-term incentive program (Option Program 2022) aimed at senior executives and key employees in the group in accordance with the main terms and guidelines set out below.
Background and reasons
The Company's board of directors is of the opinion that the incentive program contributes to higher motivation and commitment among the employees and strengthens the ties between the employees and the Company. Furthermore, it is the board of directors' assessment that Option Program 2022 will contribute to the possibilities to retain and recruit knowledgeable and experienced employees and is expected to increase the existing and future employees' interest in the business and the earnings development of the Company. Overall, it is the board of directors' assessment that Option Program 2022 will benefit both the employees and the Company's shareholders through an increased share value.
Option program 2022
The board of directors proposes that the extraordinary general meeting resolves on a directed issue of a maximum of 300,000 warrants ("Warrants") to the wholly-owned subsidiary Norditek Produktion AB (the "Subsidiary") and approves the subsequent transfer of a maximum of 300,000 Warrants to existing and future senior executives and key personnel in the group.
Each Warrant entitles the holder to subscribe for one (1) new share in Norditek Group AB (publ) at a subscription price of SEK 14.50 during the period from August 1, 2025 up to and including August 31, 2025. The subscription price shall be paid in cash or by set-off.
The exercise price and the number of shares that each Warrant entitles to subscription for shall be recalculated in the event of a split, consolidation, new issue of shares, etc. in accordance with market practice.
Participants in Option Program 2022 shall, after an offer from the Company no later than 31 August 2022, notify the Company of the number of Warrants that the participant wishes to acquire. The Warrants shall be transferred to the participants at the market value of the Warrants in accordance with the Black & Scholes valuation model.
In connection with the grant of the Warrants, the Board of Directors shall have the right to make adjustments to accommodate organizational changes and reserve the right to repurchase Warrants if the participant in turn wishes to retransfer the Warrants.
At the request of a participant, the Company shall have the right, but not the obligation, to acquire at market price such number of Warrants as will enable the participant to exercise the remaining Warrants to subscribe for shares, whereby the subscription proceeds will be paid by way of set-off against the claim on the divested Warrants.
Holders of Warrants whose employment ceases or who wish to sell their Warrants shall offer the Company to acquire the Warrants at the lower of the premium paid for the Warrants at the time of acquisition and the market value.
Allocation of Warrants
Option program 2022 shall include senior executives and key personnel in the group as set out below.
The company has just hired an aftermarket manager who will be offered to acquire 90,000 Warrants. As the Company is in an expansion phase in a competitive labor market, the remaining Warrants may be offered in connection with internal and external recruitment of key personnel.
Market value
The market value of the warrants will be calculated using the Black & Scholes valuation model.
Costs of the incentive scheme
The Warrants transferred to the participants are transferred at a price corresponding to the market value of the Warrants, which means that no salary costs or social security contributions shall arise for the Norditek group.
Costs for financial and legal advice will be added in connection with Option Program 2022 with approximately SEK 40,000.
Since the Company's costs for Option Program 2022 will be relatively limited, the Board of Directors has decided not to propose that the Extraordinary General Meeting resolves on measures to cover these costs.
Dilution
Based on the existing number of shares in the Company, Option Program 2022 means, upon exercise of all 300,000 Warrants, that the share capital can increase by a maximum of SEK 30,000 and a maximum dilution corresponding to approximately 2.3 percent of the outstanding capital and number of votes in the Company at the time of the issuance of the notice.
Preparation of the proposal
Option Program 2022 has been prepared by the Board of Directors in consultation with external advisors. The Board of Directors, or a committee specifically established by the Board of Directors, shall be responsible for the detailed design and management of the terms and conditions of Option Program 2022, within the framework of the said terms and guidelines including provisions on recalculation in the event of an intermediate bonus issue, split, rights issue and/or other similar events. The Board of Directors shall also be entitled to make adjustments to meet specific market conditions. The Board of Directors shall also be entitled to make other adjustments if there are significant changes in the group or its business environment that would mean that the decided terms and conditions for Option Program 2022 no longer meet its purposes.
Other ongoing share-based incentive programs
At the general meeting on 30 August 2021, an incentive program aimed at employees was adopted. The program comprises 300,000 warrants and each warrant entitles the holder to subscribe for one share at a subscription price of SEK 14.50. The warrants can be exercised during the period 1 November 2024 to 30 November 2024. The warrants can be exercised during the period from 1 November 2024 up to and including 30 November 2024. The warrants were transferred at market value in accordance with the Black & Scholes valuation model at SEK 0.56 per Warrant. Upon full exercise of the warrants, a dilution of 2.3 percent will occur.
The general meeting on 30 August 2021 adopted an incentive program aimed at an individual board member. The program comprises 50,000 warrants and each warrant entitles the holder to subscribe for one share at a subscription price of SEK 16. The warrants can be exercised during the period from November 1, 2025 up to and including November 31, 2025. The warrants were transferred at market value in accordance with the Black & Scholes valuation model at SEK 0.581 per warrant. Full exercise of the warrants will result in a dilution of 0.39 percent.
B. Directed issue of Warrants, Series 2022/2025, to a wholly owned subsidiary and approval of transfer of these to employees under Option Program 2022
The board of directors proposes that the extraordinary general meeting resolves to issue a maximum of 300,000 Warrants, as a result of which the Company's share capital may increase by a maximum of SEK 30,000 (assuming the current quota value). The following conditions shall apply.
1. The right to subscribe for Warrants shall, with deviation from the shareholders' preferential rights, be granted to the subsidiary Norditek Produktion AB, with the right and obligation for the Subsidiary to handle the Warrants in accordance with the terms and conditions of the Option Program 2022. The Subsidiary shall, according to instructions from the Company's board of directors, be entitled to transfer the Warrants to appropriate participants in the Option Program 2022.
2. Each Warrant entitles the holder to subscribe for one (1) new share in Norditek Group AB (publ) at a subscription price of SEK 14.50 during the period from August 1, 2025 up to and including August 31, 2025. However, the subscription price may never be less than the quota value of the share. In the event that the subscription price exceeds the quota value of the shares, the excess amount (the premium) shall be included in the unrestricted premium fund in the Company's balance sheet. The subscription price shall be paid in cash or by set-off. The Board of Directors is entitled to extend the time for subscription and payment.
3. The newly subscribed shares carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.
4. The Warrants shall be issued at a subscription price corresponding to the market value of the Warrants in accordance with the Black & Scholes valuation model. Subscription of Warrants shall take place on a subscription list no later than August 31, 2022. However, the Board of Directors shall be entitled to extend the subscription period.
The complete terms and conditions for the Warrants shall otherwise apply to the Warrants. The subscription price for subscription of a new share by virtue of a Warrant as well as the number of shares that each Warrant entitles the holder to subscribe for may be subject to adjustment in accordance with the terms and conditions of the Warrants.
Warrants held by the Subsidiary and not transferred as described above or repurchased from participants may be canceled by the Company following a decision by the board of directors of the Company with the consent of the board of directors of the Subsidiary. Cancellation shall be notified to the Swedish Companies Registration Office for registration.
Over-subscription is not possible.
The reason for the deviation from the shareholders' preferential rights is to implement the incentive program for the recruitment of senior executives and key employees.
The board of directors also proposes that the extraordinary general meeting resolves to approve that the Subsidiary, within the framework of Option Program 2022, according to instructions from the Company's board of directors, may transfer Warrants to participants in Option Program 2022 and handle Warrants in accordance with Option Program 2022. Transfer of Warrants shall be made in accordance with the terms and conditions above.
Majority requirements and specific authorizations
The Board of Directors' proposals for resolutions according to A-B are conditional on each other and are therefore adopted in one context. The resolution is subject to Chapter 16 of the Swedish Companies Act and requires the support of shareholders representing at least nine tenths (9/10) of both the votes cast and the shares represented at the Extraordinary General Meeting.
The Board of Directors proposes that the Extraordinary General Meeting instructs the Board of Directors to execute the resolution above and to ensure that the Warrants are transferred in accordance with what is stated above.
The board of directors further proposes that the extraordinary general meeting instructs the board of directors or the person appointed by the board of directors to make the minor adjustments to the above-mentioned proposal for resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office.
OTHER INFORMATION
Number of shares and votes
At the time of issuance of this notice, the total number of shares and votes in the Company amounts to 12,637,727. The Company does not hold any own shares.
Provision of documents
Documents according to the Swedish Companies Act are available on the Company's website www.norditek.se. and office with the address Norditek Group AB, Stora Åvägen 21, 436 34 Askim and will be sent free of charge to shareholders who request it and state their postal or e-mail address.
Information for the Extraordinary General Meeting
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without significant harm to the Company, provide information on circumstances that may affect the assessment of an item on the agenda. Requests for such information shall be sent by mail according to the address above or by e-mail to info@norditek.se no later than Friday, July 22, 2022. The information is provided by making it available at the Company's head office and at www.norditek.se, no later than Wednesday, July 27, 2022. The information is also sent within the same time to the shareholder who has so requested and who has stated his or her address.
Personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden AB's website,
www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
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Gothenburg in July 2022
Norditek Group AB (publ)
Board of Directors