OFFICIAL NOTIFICATION OF THE ANNUAL GENERAL MEETING
Brighter AB (publ) will hold its Annual General Meeting (AGM) on Wednesday, 18
June 2014, at 10:00 am, at the offices of Pareto Securities, 9(th) floor,
Berzelii Park 9, in Stockholm, Sweden.
RIGHT TO PARTICIPATE AND REGISTRATION
Those who wish to participate in the Meeting must:
* Be registered as a shareholder in the shareholder register maintained by
Euroclear Sweden AB by Thursday, 12 June 2014, and
* Inform the company of their intent to participate in the Meeting by Friday,
13 June 2014 at the latest.
Registration of participation must be made in writing to - preferably -
ir@brightercompany.com, or by mail to Brighter AB (publ), Norgegatan 2, SE-
164 32, Kista, Sweden. When registering, please state your name, personal
identity number/corporate registration number, address and phone number.
Shareholders who are unable to personally attend the Meeting may exercise their
rights at the Meeting through representatives who possess a written, signed and
dated power of attorney letter. A power-of-attorney form will be provided upon
request and will be available on the company's website, www.brightercompany.com,
as of no later than three weeks prior to the Meeting, until the day before the
Meeting. If the power of attorney was issued by a legal person, a copy of the
proof of registration or equivalent form of authorisation for the legal person
must be enclosed. To facilitate entry to the Meeting, power of attorney forms,
proof of registration and other forms of authorisation should be submitted to
the company at the aforementioned address by Friday, 13 June 2014 at the latest.
To be entitled to participate in the Meeting, shareholders whose shares are held
by a trustee must, through their trustee, register the shares in their own name
in the shareholder register maintained by Euroclear Sweden AB by Thursday, 12
June 2014. This registration can be temporary.
PROPOSED AGENDA
1. Opening of the Meeting.
2. Election of the Chairman of the Meeting.
3. Preparation and approval of the list of shareholders entitled to vote at
the Meeting.
4. Approval of the agenda.
5. Election of two officers to verify the minutes.
6. Determination of whether the Meeting has been duly convened.
7. Presentation of the annual report and the auditors' report for 2013.
8. Resolutions concerning:
a. the adoption of the income statement and balance sheet for 2013
b. dispositions concerning the company's profit or loss as shown in the
balance sheet adopted by the Meeting
c. discharge of the Board members and the CEO from personal liability for
their administration during 2013.
9. Resolution concerning the number of Board members and deputy Board members.
10. Determination of the fees to be paid to Board members.
11. Election of the Chairman of the Board, other members of the Board, and any
deputy members.
12. Resolution concerning the number of auditors and deputy auditors.
13. Determination of the fees to be paid to the auditor.
14. Election of the auditor and any deputy auditors.
15. Adoption of directives for the Nomination Committee.
16. Resolution concerning the issuance of warrants, as well as the approval of
the transfer of warrants to the company's Board members.
17. Resolution concerning the issuance of warrants, as well as the approval of
the transfer of warrants to employees and key members of the company.
18. Resolution concerning the authorisation of an issuance.
19. Conclusion of the Meeting.
Proposals
Resolution on dispositions concerning the company's profit or loss as shown in
the balance sheet adopted by the Meeting (item 8 b)
At the disposal of the AGM are retained earnings of SEK 2,495,297 and a loss for
the year of SEK - 2,780,702. The Board proposes that no dividend be paid for the
2013 financial year and that the overall loss of SEK -285,405 be carried
forward.
Resolution concerning the number of Board members and deputy Board members,
determination of the fees to be paid to Board members, election of the Chairman
and other members of the Board and any deputy members, resolution concerning the
number of auditors and deputy auditors, determination of the fees to be paid to
the auditor, and the election of the auditor and any deputy auditors (items
9-14)
The company's principal shareholder has notified the company's Board of said
shareholder's intent to propose that the AGM resolve on certain resolutions as
follows:
Item 9: That the Board comprise five Board members with no deputies.
Item 10: That each of the Board members be paid a fee of two price base amounts
(Sw. prisbasbelopp) and that the Chairman of the Board be paid two additional
price base amounts.
Item 11: That Gert Westergren and Lars Flening be re-elected to the Board and
that Afsaneh Ghatan Bauer, Petra Kaur Ljungman and Sara Murby Forste be elected
new Board members. That Gert Westergren be re-elected Chairman of the Board.
Item 12: That there be one auditor with no deputy auditors.
Item 13: That the auditor be paid upon the approval of invoices.
Item 14: That the auditing firm Ernst & Young AB ("EY") be elected auditor. If
this resolution passes, EY intends to appoint Per Hedström as the Chief Auditor
and Patrik Olofson as his personally selected co-auditor.
Adoption of directives for the Nomination Committee (item 15)
The principal shareholder proposes that the AGM resolve on directives for the
Nomination Committee primarily as follows:
That the Nomination Committee comprise four members. The company's three largest
shareholders/holding groups ("Majority Shareholders") as of 31 August in the
year prior to the year in which the AGM is held - as per the shareholder
information listed in the shareholder register maintained by Euroclear Sweden AB
of the company's shareholders/holding groups, or who can otherwise prove that
they were among the majority shareholders on the aforementioned date - each
appoint one member to the Committee. The Chairman of the Board is also to be
appointed a member of the Nomination Committee.
The Chairman of the Board must convene the company's Majority Shareholders by
15 October at the latest. If any of these shareholders abstains from their right
to appoint a member to the Nomination Committee, the next-largest
shareholder/holding group is to be given the opportunity to appoint a member to
the Nomination Committee.
Neither the CEO nor any other member of the executive management is to be a
member of the Nomination Committee. The Chairman of the Board is tasked with
convening the Nomination Committee's first meeting.
The Chairman of the Board is not to be appointed Chairman of the Nomination
Committee. The Nomination Committee's term lasts until such time as a new
Nomination Committee is appointed. The composition of the Nomination Committee
must be published no later than six months prior to the AGM.
If information arises that any shareholder that has appointed a member to
Nomination Committee is no longer a Majority Shareholder due to changes in their
shareholding or due to changes in another shareholder's shareholding, the member
that the aforementioned shareholder appointed - if so decreed by the Nomination
Committee - must step down and be replaced by a new member who is to be
appointed by the shareholder that is the largest registered shareholder at said
time and that has not already appointed a member to the Nomination Committee.
If the registered ownership structure changes in any other material respects
prior to the Nomination Committee completing its assignment, the Nomination
Committee is to change its composition in accordance with the aforementioned
principles, if so decreed by the Nomination Committee.
Resolution concerning the issuance of warrants, as well as the approval of the
transfer of warrants to the company's Board members (item 16)
The principal shareholder proposes that the AGM resolve on the issuance of
warrants and the approval of the transfer of warrants primarily as follows:
1. That the company issue 200,000 warrants, whereby each warrant is to carry an
entitlement for the new issuance of one share in the company, and whereby
the company's share capital can be increased by no more than SEK 10,000.
2. That the right to subscribe for warrants be granted to a wholly owned
subsidiary ("the Subsidiary"), which deviates from the shareholders'
preferential rights.
3. That warrants be subscribed for through a separate subscription list by
30 June 2014 at the latest. That the Board be entitled to resolve on an
extension of the subscription period.
4. That the warrants be issued free of charge.
5. That the Board of the company instruct the Subsidiary to transfer the
warrants to the Board members elected at the 2014 AGM, as well as to any Board
members who are elected after said AGM and until the 2015 AGM ("the Board
members"). The right to acquire warrants is contingent on the Board members
having signed a contract pertaining to, among other matters, the right of pre-
emption with the company at the time of the acquisition.
a) The Board members are divided into three groups. Group 1 encompasses
the Chairman, who is to be able to acquire no more than 50,000 warrants. Group
2 encompasses other Board members elected at the 2014 AGM, who are to be able to
acquire no more than 150,000 warrants collectively. However, no individual Board
member is to be able to acquire more than 35,000 warrants. Group 3 encompasses
any Board members elected after the 2014 AGM, who are to be able to acquire no
more than 10,000 warrants collectively.
b) If the total number of warrants that the Board members want to acquire
is less than the maximum number of warrants that the Subsidiary has at its
disposal to transfer, the aforementioned limits can be exceeded, but never in a
manner such that (i) a Board member in Group 1 can acquire more than 80,000
warrants, (ii) a Board member in Group 2 can acquire more than 50,000 warrants,
or that (iii) a Board member in Group 3 can acquire more than 25,000 warrants.
6. The sum paid for the warrants that are transferred from the Subsidiary
to the Board members must be at a market rate, which is determined by BDO
Consulting Group AB by applying the Black & Scholes valuation model. BDO
Consulting Group AB is to be considered independent in relation to the company.
The warrants up to the number specified in section 5 a) above may be acquired by
the Board members in Group 1 and Group 2 over (i) a period of one month after
the company's 2014 Q2 interim report has been published, and over (ii) a period
beginning the day after the company's 2014 Q3 interim report has been published
and ending on 31 December 2014. The warrants that are offered under section 5 a)
above may first be acquired by Board members in Group 3 over a one-month period
after the company's 2014 Q2 interim report has been published, and subsequently
for periods of one month following the publication of each of the company's
subsequent interim reports (meaning the four annual interim reports), though no
later than one month after the publication of the company's 2015 Q1 interim
report.
The warrants that have been offered to the Board members in Group 1 and Group 2
in section 5 a) above, but that have not been acquired by 31 December 2014 at
the latest, may be acquired by other Board members in Group 1, Group 2 and Group
3 in quantities up to the number specified in section 5 b) above for a period of
one month after the publication of the company's 2014 Q4 interim report (year-
end report). The warrants that are initially offered to the Board members in
Group 3 under section 5 a) above, but that are not acquired, may be acquired by
the Board members in Group 1 and Group 2 in quantities that exceed the number
specified in section 5 a) above up to the quantity that is specified in section
5 b) above for a period of one month after the publication of the company's
2015 Q2 interim report.
a. In the event of full participation and the subsequent full subscription for
shares backed by warrants, the program can entail a dilution of not more
than 1.2 percent based on the number of shares and votes in the company,
following the implementation of the incentive program.
8. The newly subscribed shares first entail the right to a dividend on the
record date immediately following the date on which the shares were registered
in the shareholder register maintained by Euroclear Sweden AB.
9. Among other details, the complete list of terms and conditions for the
warrants states that:
(a) For each warrant, the holder bears the right to subscribe for one new
share in exchange for a cash payment at a share price of SEK 23.6.
(b) The share price and the number of shares that can be subscribed for with
the backing of a warrant may be subject to change.
(c) Shares backed by warrants can be subscribed for over (i) a period of one
month after the publication of the company's 2017 Q1 interim report, and over
(ii) a period beginning the day after the company's 2017 Q2 interim report has
been published and ending on 30 September 2017.
As reasons for the deviation from the shareholders' preferential rights, the
principal shareholder cites the following: The principal shareholder deems that
an incentive program for the Board is required for the company to be able to
attract, motivate and retain Board members who possess the desired expertise and
experience. The principal shareholder also believes that the company and its
shareholders will benefit from the Board members having a financial interest in
the company that is comparable with that of its shareholders.
Since warrants that are transferred at market value are considered transferrable
securities and are not linked to the assignment in such a way so as to require
the payment of social security fees, it is not believed that any social security
expenses will be charged to the company as a result of the incentive program.
Accordingly, there is no reason to hedge the program. The dilution is expected
to have a marginal effect on the company's key ratios.
The company, or the party instructed by the company, will under certain
circumstances - such as if their assignment ends - be entitled to repurchase
warrants from the Board members. Repurchased warrants are to be able to be
offered to the Board members in Group 1, Group 2 and Group 3, provided that the
aforementioned cap is respected.
Resolution concerning the issuance of warrants, as well as the approval of the
transfer of warrants to employees and key members of the company (item 17)
The Board proposes that the AGM resolve on the issuance of warrants and the
approval of the transfer of warrants primarily as follows:
1. That the company issue 800,000 warrants, whereby each warrant is to carry an
entitlement for the new issuance of one share in the company, and whereby
the company's share capital can be increased by no more than SEK 40,000.
2. That the right to subscribe for warrants be granted to the Subsidiary,
which deviates from the shareholders' preferential rights.
3. That warrants be subscribed for through a separate subscription list by
30 June 2014 at the latest. That the Board be entitled to resolve on an
extension of the subscription period.
4. That the warrants be issued free of charge.
a. That the Board of the company instruct the Subsidiary to transfer the
warrants to employees and key members of the company ("the Participants")
within the following framework: One condition for acquisition is that the
Participants be employed by the company at the time of acquisition and that
they have not resigned from or been dismissed by the company, as an employee
or as a consultant, at said time. Employees are also defined as individuals
who, no later than the date of acquisition, have signed a contract with the
company concerning impending employment. The right to acquire warrants is
contingent on the Participants having signed a contract pertaining to, among
other matters, the right of pre-emption with the company at the time of the
acquisition.
a. The Board is to divide the Participants into three groups. Group 1
encompasses the CEO, the COO and any newly employed member of the
management team, who will not be able to acquire more than 605,000
warrants. However, the CEO is not to be able to acquire more than
175,000 warrants, the COO is not to be able to acquire more than
315,000 warrants, and any newly employed member of the management team
is not to be able to acquire more than 115,000 warrants. Group 2
encompasses other employees, who are to be able to acquire no more than
105,000 warrants collectively. However, no individual employee is to be
able to acquire more than 15,000 warrants. Group 3 encompasses key
members and individuals who may become employed by the company, who are
to be able to acquire no more than 90,000 warrants collectively.
However, no individual member of Group 3 is to be able to acquire more
than 15,000 warrants.
b. If the total number of warrants that the Participants want to acquire is
less than the maximum number of warrants that the Subsidiary has at its
disposal to transfer, the aforementioned limits can be exceeded for the
Participants in Group 1 and Group 2, but never in a manner such that (i)
the CEO can acquire more than 260,000 warrants, nor that the COO can
acquire more than 500,000 warrants nor that any newly employed member of
the management team can acquire more than 150,000 warrants; (ii) nor
that the participants in Group 2 can acquire more than 20,000 warrants,
nor that (iii) the participants in Group 3 can acquire more than 20,000
warrants.
a. The sum paid for the warrants that are transferred from the Subsidiary to
the Participants must be at a market rate, which is determined by BDO
Consulting Group AB by applying the Black & Scholes valuation model. BDO
Consulting Group AB is to be considered independent in relation to the
company.
The warrants up to the number specified in section 5 a) above may be acquired by
the Participants in Group 1 and Group 2 over (i) a period of one month after the
company's 2014 Q2 interim report has been published, and over (ii) a period
beginning the day after the company's 2014 Q3 interim report has been published
and ending on 31 December 2014. The warrants that are offered under section 5 a)
above may first be acquired by the Participants in Group 3 over a one-month
period after the company's 2014 Q2 interim report has been published, and
subsequently for periods of one month following the publication of each of the
company's subsequent interim reports (meaning the four annual interim reports),
though no later than one month after the publication of the company's 2015 Q1
interim report.
The warrants that have been offered to the Participants in Group 1 and Group 2
under section 5 a) above, but that have not been acquired by 31 December 2014 at
the latest, may be acquired by other Participants in Group 1 and Group 2 in
quantities up to the number specified in section 5 b) above for a period of one
month after the publication of the company's 2014 Q4 interim report (year-end
report). The warrants that are initially offered to the Participants in Group 3
in section 5 a) above, but that are not acquired, may be acquired by the
Participants in Group 1, Group 2 and Group 3 in quantities that exceed the
number specified in section 5 a) above up to the quantity that is specified in
section 5 b) above for a period of one month after the publication of the
company's 2015 Q2 interim report.
a. In the event of full participation and the subsequent full subscription for
shares backed by warrants, the program can entail a dilution of no more than
4.5 percent based on the number of shares and votes in the company,
following the implementation of the incentive program.
b. The newly subscribed shares first entail the right to a dividend on the
record date immediately following the date on which the shares were
registered in the shareholder register maintained by Euroclear Sweden AB.
c. Among other details, the complete list of terms and conditions for the
warrants states that:
a. For each warrant, the holder bears the right to subscribe for one new
share in exchange for a cash payment at a share price of SEK 23.6.
a. The share price and the number of shares that can be subscribed for
with the backing of a warrant may be subject to change.
b. Shares backed by warrants can be subscribed for over (i) a period of
one month after the publication of the company's 2017 Q1 interim
report, and over (ii) a period beginning the day after the company's
2017 Q2 interim report has been published and ending on 30 September
2017.
As reasons for the deviation from the shareholders' preferential rights, the
Board cites the following: The Board deems that a personal, long-term
shareholding among the Participants will lead to greater motivation and an
increased sense of inclusion in the company.
Since warrants that are transferred at market value are considered transferrable
securities and are not linked to employment or the assignment in such a way so
as to require the payment of social security fees, it is not believed that any
social security expenses will be charged to the company stemming from the
incentive program. Accordingly, there is no reason to hedge the program. The
dilution is expected to have a marginal effect on the company's key ratios.
The company, or the party instructed by the company, will under certain
circumstances - such as if their task ends - be entitled to repurchase warrants
from the Participants. Repurchased warrants are to be able to be offered to the
Participants in Group 1, Group 2 and Group 3, provided that the aforementioned
cap is respected.
Resolution concerning the authorisation of an issuance (item 18)
The Board proposes that the AGM resolve on the matter primarily as follows:
The Board is to be authorised to, on one or more occasions prior to the next
AGM, resolve on the new issuance of shares, the issuance of warrants, and/or the
issuance of convertibles primarily as follows:
The issuance is to be able to be conducted with or without deviating from the
shareholders' preferential rights.
The authorisation is to include the right to resolve on an issuance in exchange
for cash payment, offset payment or payment in kind, and in other respects be
compatible with the conditions stipulated in chapter 2, section 5, second
paragraph 1-3 and 5 in the Swedish Companies Act.
SPECIFIC MAJORITY REQUIREMENTS
For resolutions on items 16 and 17 to be valid, the resolutions must be approved
by shareholders representing at least nine-tenths of both the specified votes
and the shares represented at the Meeting.
For the resolution on item 18 to be valid, the resolution must be approved by
shareholders representing at least two-thirds of both the specified votes and
the shares represented at the Meeting.
SHAREHOLDERS RIGHT TO ASK QUESTIONS
Shareholders are reminded of their right to request information at the AGM from
the Board and the CEO under chapter 7, section 32 of the Swedish Companies Act.
DOCUMENTATION
The financial statements and auditor's report are available at the company's
offices and on the company's website, www.brightercompany.com. The complete
resolutions concerning Items 15-18 will be available at the company's offices
and on the company's website, www.brightercompany.com no later than two weeks
before the Meeting. A copy of all documentation will immediately and without
charge be sent to shareholders who so request and who provide their mailing
address.
Stockholm, May 2014
Brighter AB (publ)
Board of Directors
[HUG#1787732]
Brighter AB : Official Notification of the Annual General Shareholders Meeting to be held on June 18th 2014.
| Source: Brighter AB
Attachments
