Enzymatica AB: Notice of extraordinary general meeting regarding among other things personnel option program in Enzymatica AB (publ)
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Lund on September 25, 2017
Notice of extraordinary general meeting regarding among other things personnel option program in Enzymatica AB (publ)
The shareholders in Enzymatica AB (publ), reg. no 556719-9244 (the "Company") are hereby invited to attend the extraordinary general meeting ("EGM") to be held on Wednesday, October 25, 2017 at 5:00 p.m. at Ideon Science Center, Beta, conference room Hellmuth Hertz, Scheelevägen 17 in Lund. Registration for the EGM starts at 4:30 p.m.
Right to participate and notice
Only shareholders that are recorded in their own name in the Company's share ledger kept by Euroclear Sweden AB (The Swedish Central Securities Depository Euroclear Sweden AB) as of October 19, 2017 and also have given notice on October 19, 2017 to the Company of their intent to participate, preferably no later than 4.00 p.m., have the right to participate in the general meeting. A shareholder may be accompanied by not more than two advisors, provided that the number of such advisors has been notified to the Company no later than the aforementioned time. Proxies need not notify the number of advisors in advance.
Notice may be given in writing to Enzymatica AB (publ), att: EGM, Ideon Science Park, 223 70 Lund or by e-mail to firstname.lastname@example.org. The notice should specify the shareholder's name, personal identity or Company registration number, address, work-hour telephone number and shareholding, and names of any advisors.
In order to be entitled to participate in the meeting, shareholders whose shares are trustee-registered must temporarily register their shares in their own names. Such registration should be requested from the trustee, and must be executed with Euroclear Sweden AB on October 19, 2017. Shareholders that wish to execute such registration must, well in advance before the said date, notify its trustee thereof.
If a shareholder intends to participate by proxy, the proxy must bring a written and dated proxy signed by the shareholder in original to the meeting. The proxy may not be older than five years. Proxy forms can be downloaded from the Company's website, www.enzymatica.com. If the proxy is issued by a legal entity, the proxy must also bring a certified copy of current registration certificate (Sw. registreringsbevis) of the legal entity or similar document of authorization for the legal entity.
Opening of the meeting
Election of chairman of the meeting
Preparation and approval of the register of voters
Election of one or two persons to confirm the minutes
Determination as to whether the meeting has been duly convened
Approval of the agenda
a. Resolution regarding authorization of the board of directors to adopt personnel option program
b. Resolution regarding issue of warrants as well as approval of transfer of warrants (hedging activities)
Resolution regarding extended authorization of the board of directors to issue new shares
Closing of the meeting
Resolution regarding authorization of the board of directors to adopt personnel option program and resolution to issue warrants and approval of transfer of warrants (item 7 a and b)
The board of directors proposes (based on a proposal from the Remuneration Committee) that the extraordinary general meeting resolves to adopt Personnel Option Program 2017/2023 II to an elected circle of the Company's employees. Personnel Option Program 2017/2023 II correspond in all material respects with the terms and conditions for Personnel Option Program 2017/2023 as resolved on the annual general meeting 20 April 2017 and the purpose for the implementation of Personnel Option Program 2017/2023 II is to enable additional employees to participate in an incentive program on equivalent terms. The personnel option program shall be offered to an, by the board of directors, elected circle of certain employees and key individuals of the Company from and including 25 October 2017 to and including 25 December 2017. The holders can utilize allotted personnel options from and including 21 May 2021 to and including 31 July 2023. The final proposal to the extraordinary general meeting will also include vesting and milestone provisions.
The Personnel Option Program 2017/2023 II shall consist of a maximum of 1,390,000 personnel options. The offer shall be submitted in accordance with the following guidelines:
a. CFO at maximum 250,000 personnel options;
b. COO at maximum 250,000 personnel options;
c. CCO at maximum 750,000 personnel options; and,
d. other employees at maximum 140,000 personnel options per individual.
Each personnel option confers the holder a right to acquire one new share in the Company against cash consideration at SEK 4.22, which correspondence to 150 % of the average value of the Enzymatica AB share on Nasdaq First North during the period from and including the 5 April to and including 19 April 2017. The personnel options shall be allotted without consideration and shall not constitute securities and shall not be able to be transferred or pledged.
In order to enable the Company's delivery of shares under the proposal as well as to hedge ancillary costs, primarily social security charges, the board of directors proposes that the extraordinary general meeting resolves on a directed issue of warrants as well as an approval of transfer of warrants. The board of directors therefore proposes that the extraordinary general meeting resolves on an issue of a maximum of 1,826,738 warrants to the wholly owned subsidiary of Enzymatica Care AB on essentially the conditions indicated above. The board of directors further proposes that the extraordinary general meeting resolves to approve that the Subsidiary may transfer warrants to the participants in the Personnel Option Program without consideration in connection with the utilization of personnel options in accordance with the terms indicated above, or in another way to dispose the warrants options in order to be able to secure the Company's commitments and costs in relation to Personnel Option Program 2017/2023 II.
The reasons for the implementation of the Personnel Option Program 2017/2023 II and the deviation from the shareholders' preferential rights are to be able to create possibilities for the Company to retain competent personnel through the offering of a long-term ownership engagement for the employees. Such ownership engagement is expected to stimulate the employees to an increased interest in the business and profit development and increase the feeling of connectedness with the Company.
Previous incentive programs and dilution
In case all warrants within the Personnel Option Program 2017/2023 II are utilized for subscription of shares, a total of 1,826,738 new shares will be issued, which corresponds to a dilution of approximately 2 per cent of the Company's share capital and votes after full dilution, calculated based on the number of shares that will be added upon full utilization of the Personnel Option Program 2017/2023 II.
Since previously, there is one personnel option program outstanding in the Company.
On the annual general meeting of 20 April 2017, the implementation of Personnel Option Program 2017/2023 was resolved. In connection with Personnel Option Program 2017/2023 a total of 3,088,370 warrants were issued. Each Personnel Option confers right to the holder to subscribe for one share in the Company during the period from 1 May 2021 until 31 July 2023 for a cash consideration at SEK 4.22, which correspondence to 150 % of the average value of the Enzymatica AB share on Nasdaq First North during the period from and including the 5 April to and including 19 April 2017. In case all warrants are utilized for subscription, a total of 3,088,370 will be issued, which corresponds to a dilution of approximately 3 per cent of the Company's share capital and votes after full dilution, calculated based on the number of shares that will be added upon full utilization of all warrants issued in connection with Personnel Option Program 2017/2023.
In case all warrants (outstanding as well as the now proposed for the extraordinary general meeting to resolve upon) are utilized, a total of 4,915,108 shares will be issued, which corresponds to a dilution of approximately 5 per cent of the Company's share capital and votes after full dilution, calculated based on the number of shares that will be added upon full utilization of all warrants (outstanding as well as proposed).
In case all warrants are utilized for subscription of new shares, the share capital will increase with SEK 73,069.55.
The Board's proposal must be approved by shareholders representing at least nine tenths of the votes as well as nine tenths of the represented shares on the meeting.
Resolution regarding extended authorization of the board of directors to issue new shares (item 8)
The board of directors proposes that the extraordinary general meeting resolves to extend the existing authorization of the board of directors to issue new shares, resolved by the annual general meeting in 2017. The reason for deviation from the general preferential rights, in addition to enable the Company to raise new capital and to take advantage of future opportunities to attract new long-term owners of strategic importance to the Company, as well as to finance the Company's growth strategy, as resolved by the annual general meeting in 2017, shall also be to enable the Company to acquire the remaining minority shares in the subsidiary Zymetech ehf. by issue in kind. Otherwise should the authorization by the annual general meeting remain unaltered.
For a valid resolution on the proposal, the proposal has to be supported by shareholders representing at least two-thirds of the votes cast as well as shares represented at the meeting.
Total number of shares and votes
The total number of shares and votes in the Company amounts as per the date of this notice to 90,887,808. The Company does not hold any own shares.
The shareholders are reminded of their right to request information from the board of directors and the CEO at the meeting in accordance with Chap. 7 Sec. 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
The board of directors' complete proposals for resolutions pursuant to item 7, including documents pursuant to Chap. 14 Sec. 8 of the Swedish Companies Act, is available for the shareholders at the Company's website and at the Company at its above mentioned address at the latest from October 11, 2017 and will free of charge be sent to the shareholders upon their request to the Company, provided that such shareholders state their current address.
Lund in September 2017
The board of directors
For further information, please contact:
Fredrik Lindberg, CEO
Tel: +46 (0)708-86 53 70 | E-mail: email@example.com
Carl-Johan Wachtmeister, acting EVP Communication
Tel: +46(0)701-88 50 21| E-mail: firstname.lastname@example.org
About Enzymatica AB
Enzymatica AB is a medical device company that develops and sells medical devices for infection-related diseases. In a short period of time, the company has developed ColdZyme®, a unique mouth spray for the common cold, has launched the product in eight markets and has established it among the top-selling cold products in Swedish kronor terms at Swedish pharmacies. The strategy is to continue to grow by strengthening the company's position in existing markets and expanding into new geographical markets through established partners. The company is headquartered in Lund and is listed on Nasdaq First North. For more information, visit: www.enzymatica.se.
Enzymatica's Certified Adviser is Erik Penser Bank.