Notice of Extraordinary General Meeting in SeaTwirl

 

Participation, etc.

Shareholders who wish to participate in the meeting must be recorded in the share register maintained by Euroclear Sweden AB on Thursday 17 October 2019 and notify their intention to participate in the meeting no later than on Thursday 17 October 2019 by mail to SeaTwirl AB, Att: General Meeting, Erik Dahlbergsgatan 11A, SE-411 26 Gothenburg, Sweden, or by e-mail to info@seatwirl.com.

The notification shall set forth the name, personal/corporate identity number, address and telephone number, the number of shares held, and, where applicable, number of assistants (not more than two) that the shareholder intends to bring to the meeting. Shareholders represented by proxy shall issue a power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document, evidencing the authority to issue the proxy, shall be appended. The original power of attorney and, where applicable, the certificate or corresponding document, should be submitted to the company at the address indicated above well in advance of the meeting. A proxy form is available at www.seatwirl.com and may also be ordered from the company at the address indicated above.

Shareholders whose shares are registered in the name of a nominee through a bank or other custodian must re-register their shares in their own names to be entitled to participate in the meeting. Such registration, which may be temporary, must be duly effected on Thursday 17 October 2019. Shareholders must therefore inform their nominee of their request well in advance of this date.

 

Proposed agenda

1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting list.
4. Election of one or two persons to approve the minutes of the meeting.
5. Determination of whether the meeting has been duly convened.
6. Approval of the agenda.
7. The major shareholders’ proposal regarding implementation of a long-term incentive program for certain board members.
8. The major shareholders’ proposal regarding implementation of a long-term incentive program for advisors and employees etc.
9. Closing of the meeting.

The major shareholders’ proposal regarding implementation of a long-term incentive program for certain board members (item 7)

The major shareholders of the company[1] propose that the general meeting resolves to implement a new long-term incentive program for certain board members through the issue of warrants (Board LTIP 2019/2023) as follows.

[1] Knut Claesson, Ehrnberg Solutions AB, SolvInvest AB, GU Ventures AB and Pontus Ryd, together holding shares representing approximately 56 percent of the shares and votes of the company.

 

Issue of warrants

The major shareholders propose that the general meeting resolves to issue not more than 92,105 warrants, whereupon the company’s share capital may be increased by not more than SEK 92,105.

The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only vest with the board members Jens Tommerup (58,183 warrants), Peter Laurits (29,092 warrants) and Charlotte Bergqvist (4,830 warrants). The price to be paid for the warrants shall correspond to the market value of the warrants, calculated pursuant to the Black & Scholes warrant valuation model.

Each warrant entitles to subscription for one new share in the company at a subscription price of SEK 260. Subscription for new shares by virtue of the warrants shall be made during the period from 1 July 2022 up to and including 30 June 2023.

 

Motives for the proposal

The motives for the proposal and the reason for the deviation from the shareholders’ pre-emptive rights are to align the financial interests of certain external board members with the interests of the company’s shareholders.

 

Dilution

Upon full exercise of the warrants at the terms and conditions applicable at the time of the resolution, the number of shares and votes in the company may be increased with 92,105, which corresponds to approximately 4,8 percent of the number of shares and votes, after full dilution.

The major shareholders’ proposal regarding implementation of a long-term incentive program for advisers and employees etc. (item 8)

The major shareholders of the company¹ propose that the general meeting resolves to implement a long-term incentive program through the issue of warrants (LTIP 2019/2023) as follows.

 

Issue of warrants

The major shareholders of the company propose that the general meeting resolves to issue not more than 58,180 warrants, whereupon the company’s share capital may be increased by not more than SEK 58,180.

The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only vest with the company’s wholly-owned subsidiary Seatwirl Options AB, which company thereafter shall sell the warrants to existing and future advisors, employees and consultants of the company as further set out below. The price to be paid for the warrants upon such transfer shall correspond to the market value of the warrants, calculated pursuant to the Black & Scholes warrant valuation model.

No holder shall be entitled to acquire more than 14,545 warrants. Each warrant entitles to subscription for one new share in the company at a subscription price of SEK 260. Subscription for new shares by virtue of the warrants shall be made during the period from 1 July 2022 up to and including 30 June 2023.

 

Motives for the proposal

The motives for the proposal and the reason for the deviation from the shareholders’ pre-emptive rights are to maintain and increase the motivation of key individuals within the company. The major shareholders deem that it is in all shareholders’ interest that key individuals have a long-term interest of a beneficial development of the value of the company’s shares.

 

Dilution

Upon full exercise of the warrants at the terms and conditions applicable at the time of the resolution, the number of shares and votes in the company may be increased with 58,180, which corresponds to approximately 3 percent of the number of shares and votes, after full dilution.

 

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In order for a resolution in accordance with items 7 and 8 above to be valid, the resolution must be supported by shareholders representing at least nine-tenths of the votes cast and the shares represented at the meeting.

The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Complete documentation will be available at the company’s offices at Erik Dahlbergs­gatan 11A, Gothenburg, Sweden, and at the company’s website www.seatwirl.com no later than three weeks prior to the meeting and will be sent to shareholders who so request.

 

Processing of personal data

For information about the processing of your personal data, please refer to Euroclear’s website https://www.­euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. SeaTwirl AB’s (publ) corporate re­gistration number is 556890-1135 and its registered office is in Gothenburg, Sweden.

 

 

Gothenburg in September 2019

SeaTwirl AB (publ)

The board of directors

 

Read more:

Complete proposal

Proxy form