Shareholders of Quickbit eu AB (publ) are hereby invited to the Annual General Meeting on 24 November 2021.
N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.
In order to prevent the spread of the coronavirus infection (COVID-19), the Board of Directors has decided that the Annual General Meeting shall be held without physical presence of shareholders, proxies and/or external parties and that the shareholders shall have the opportunity to vote by post prior to the general meeting.
Shareholders who wish to attend the Annual General Meeting must be registered in the share register kept by Euroclear Sweden AB on 16 November 2021, or, if the shares are trustee-registered, request that the shares are registered in the shareholder’s own name for voting purposes by the trustee not later than on 18 November 2021, and notify their intention to participate by having submitted a postal vote in accordance with the instructions under the heading “Voting by post” below in such manner that Computershare AB has received the postal vote by 23 November 2021, at the latest. Please note that a notification to attend the Annual General Meeting can only be done by a postal vote.
Shareholders, who have trustee-registered shares with a bank or other trustee, must re- register the shares in their own name with Euroclear Sweden AB to be entitled to participate in the Annual General Meeting. As set out above, such registration, which may be temporary, must be completed on 18 November 2021. This means that shareholders must inform the trustee (bank or broker) of this request in ample time prior to this date.
Voting by post
The Board of Directors has decided that the shareholders shall have the opportunity to exercise their voting rights by a postal vote pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. When voting by post, the shareholder shall use the voting form and follow the company's instructions that are available on the company's website, www.quickbit.com, and at the company’s offices, Quickbit eu AB (publ), Norrlandsgatan 10, 111 43 Stockholm. A completed and signed voting form shall be sent by mail to Computershare AB, “AGM of Quickbit eu AB (publ)”, Box 5267, SE-102 46 Stockholm. Completed forms must be received by Computershare AB by 23 November 2021 at the latest. The completed and signed form may alternatively be submitted electronically and is then to be sent to firstname.lastname@example.org. Shareholders can also submit their postal votes electronically with BankID through the company’s website: www.quickbit.com. If the shareholder votes by proxy, a written and dated power of attorney shall be enclosed with the voting form. Proxy form is available upon request and on the company’s website, www.quickbit.com. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the voting form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal vote becomes invalid. Further information and conditions can be found in the voting form.
Proposal for the agenda at the Annual General Meeting.
- Opening of the meeting
- Election of the chairman of the meeting
- Preparation and approval of the voting list
- Election of one or two persons to verify the minutes
- Determination that the meeting has been duly convened
- Approval of the agenda
- Presentation of the company’s annual report and the auditor’s report, as well as of the consolidated financial statements and auditor's report for the group
- Resolution on:
- adoption of the income statement and balance sheet for the company, as well as of the consolidated income statement and consolidated balance sheet for the group
- disposition of the company’s earnings or loss in accordance with the approved balance sheet, and
- discharge from liability of the board members and the CEO
- Determination of remuneration to the Board of Directors and auditors
- Determination of the number of board members and deputy board members and auditors and deputy auditors
- Election of the Board of Directors and auditor
- Resolution on incentive program 2021-2025
- Resolution regarding adoption of instruction for the Nomination Committee
- Resolution on authorization for the Board of Directors to resolve on issue of shares, warrants and/or convertibles
- Closing of the Annual General Meeting
Proposals for resolution:
Item 2 – Election of chairman of the meeting
The Board of Directors proposes that the member of the Swedish Bar Association Emil Hedberg from Advokatfirman Schjødt is elected as chairman of the meeting, and in the event of his absence, whomever the Board of Directors appoint.
Item 3 – Preparation and approval of the voting list
The voting list that is proposed to be approved under item 3 on the agenda is the voting list that Computershare AB has prepared, on behalf of the company, based on the shareholders register and received postal votes and which has been verified and approved by the person to verify the minutes.
Item 4 – Election of one or two persons to verify the minutes
The Board of Directors proposes the shareholder Johan Lund to verify the minutes together with the chairman, and in the event the person to verify the minutes is absent, whomever the Board of Directors appoint.
Item 8 b) – Disposition of the company’s earnings or loss in accordance with the approved balance sheet
The Board of Directors proposes that no dividend shall be paid for the financial year 2020/2021 and that the profit for the year shall be carried forward.
Item 9 – Determination of remuneration to the Board of Directors and auditors
Shareholders representing 21.3 percent of the shares and votes in the company propose that the remuneration to the board of directors, for the period until the end of the next Annual General Meeting, shall be paid in a total amount of not more than SEK 1,550,000 annually allocated as follows. The chairman shall receive SEK 750,000 and other board members not employed by the company shall receive SEK 400,000 each.
Shareholders representing 21.3 percent of the shares and votes in the company further propose that the auditor, for the period until the end of the next Annual General Meeting, shall be paid according to approved accounts.
Item 10 – Determination of the number of board members and deputy board members and auditors and deputy auditors
Shareholders representing 21.3 percent of the shares and votes in the company propose that the company's Board of Directors shall consist of four board members without any deputy board members and that the company shall have one auditor without deputy auditors for the period until the end of the next Annual General Meeting.
Item 11 – Election of the Board of Directors and auditor
Shareholders representing 21.3 percent of the shares and votes in the company propose that Mikael Karlsson, Hammad Abuiseifan, Karin Burgaz and Jan Frykhammar are re-elected as board members and that Mikael Karlsson is re-elected as chairman of the board, all for the period until the end of the next Annual General Meeting.
Shareholders representing 21.3 percent of the shares and votes in the company propose that the registered accounting firm PricewaterhouseCoopers AB is re-elected as auditor for the period until the end of the next Annual General Meeting. PricewaterhouseCoopers AB has informed that, provided that the proposal is approved by the meeting, the authorized accountant Johan Engstam will continue to be the auditor in charge.
Item 12 – Resolution on incentive program 2021-2025
The Board of Directors proposes that the Annual General Meeting resolves to issue warrants and to approve of transfer of the warrants in accordance with the following.
Issue of warrants
The Board of Directors proposes that the general meeting resolves to carry out a directed issue of not more than 2,450,000 warrants, entailing an increase in the share capital of not more than SEK 24,500 at full subscription. The resolution shall otherwise be governed by the following terms and conditions.
The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, be vested in the company’s wholly owned subsidiary Quickbit Option AB, reg. no. 559201-0366 (the “Subsidiary”), with the right and obligation for the Subsidiary to transfer the warrants to employees pursuant to the below. Over-subscription is not possible.
The reasons for the deviation from the shareholders' pre-emptive rights are to stimulate shareholding in the company by virtue of an incentive program through which employees can take part of and contribute to a positive value increase of the company’s share during the period of the proposed program, and that the company shall be able to retain and recruit competent and dedicated staff.
The warrants shall be issued at no consideration. Subscription must be completed no later than three weeks after the resolution on issue of warrants. The Board of Directors shall be entitled to extend the subscription period.
Each warrant entitles a right to subscribe for one share in the company. The warrants may be exercised to subscribe for new shares during the period from and including 1 March 2025 up to and including 15 March 2025. The new shares which may be issued due to subscription are not subject to any restrictive provisions.
The subscription price (strike price) shall be established by the company, or by an independent appraiser or auditor firm retained by the company and correspond to 150 percent of the volume weighted average price of the share according to the official share list of NGM Nordic SME during the ten trading days immediately preceding the offer to acquire warrants, however not less than the quota value of the shares. The amount of the subscription price exceeding the quota value of the shares shall be contributed to the free share premium reserve.
Shares which are newly issued following subscription by virtue of the warrants shall carry an entitlement to participate in dividends for the first time on the next record date for dividends which occurs after subscription for shares by virtue of the utilization of the warrants is effected.
The company may, by means of a board resolution and with the consent from the Board of Directors in the Subsidiary, cancel the Subsidiary’s warrants that are not transferred in accordance with the below or that have been re-purchased from participants. Cancellation shall be registered with the Swedish Companies Registration Office.
The Board of Directors, or a person appointed by the Board of Directors, is authorized to make such minor adjustments to the resolution which may prove necessary in order to register the resolution with the Swedish Companies Registration Office.
Approval of transfer of warrants
The Board of Directors proposes that the general meeting approves of the Subsidiary’s transfer of warrants on the following conditions.
The right to subscribe for warrants from the Subsidiary shall vest in the following categories of employees:
|Category||Maximum number of warrants per person||Maximum number of warrants per category|
|A. Members of the executive management, excluding the current CEO (not more than 6 persons)||175,000||1,050,000|
|B. Other key persons (not more than 15 persons)||60,000||900,000|
|C. Other employees (not more than 50 persons)||10,000||500,000|
Since the Board of Directors' assessment is that an incentive program shall be offered on a broad scale in order to best promote long term value creation, no predestined and/or measurable criteria are required in order to be eligible to purchase warrants.
A prerequisite for being entitled to acquire warrants from the Subsidiary is (i) that the participant at the time of the acquisition is an employee of the group, (ii) that acquisition of warrants can take place in accordance with applicable laws, and, according to the Board of Directors’ assessment, can be executed with reasonable administrative costs and financial efforts, and (iii) that the participant has entered into an agreement with the company, according to which the company, or the one the company assigns, under certain circumstances has the right to repurchase the warrants from the participant if the participant wishes to transfer the warrants before they can be exercised for subscription of shares, in some cases to an amount equal to the lower of the participant’s acquisition price and the market value, in other cases to market value. The Board of Directors has the right to make the reasonable changes and adjustments of the terms and conditions in the agreement that are deemed suitable or appropriate as a result of local civil law or tax law or administrative conditions.
Warrants may also be offered to future employees. For such acquisitions, the conditions shall be the same or equivalent to what is stated in this resolution. This means, inter alia, that acquisitions shall be made to the market value at the time of the acquisition.
Application and allotment
Application for acquisition of warrants shall be made during the period from and including 1 December 2021 up until and including 15 December 2021. The Board of Directors of the company shall however be entitled to extend the application period for acquisitions and to set a corresponding application period for new employees whose acquisitions are made after the expiration of the initial application period.
Should warrants of a certain category remain with the Subsidiary after all applications within the category have been satisfied, the remaining warrants shall be available for allotment to participants in that same or another category whereby the Board of Directors shall determine the distribution based on participant category, employment category and the number of warrants applied for. However, such distribution must not result in the maximum number of warrants per person in a certain category being exceeded by more than 50 percent.
The Board of Directors of the company shall determine the final allotment and the date of the transfer of the warrants. The transfer of warrants may be made up until and including the next Annual General Meeting.
Price and payment etc.
The warrants shall be transferred on market terms at a price (premium) established on the basis of a market value of the warrants calculated by an independent valuation institute using the Black & Scholes valuation model. A new market value shall be established in an equivalent way for acquisitions made by new employees after the expiration of the initial application period.
Payment for the allocated warrants shall be made in cash no later than five days following the application for acquisition. The Board of Directors shall establish a corresponding date of payment for acquisitions made by new employees.
Further information on the warrant program
Upon full exercise of all warrants, 2,450,000 new shares can be issued, which corresponds to a dilution of approximately 2.8 percent of the total number of shares and votes in the company, however, subject to any potential adjustment which may occur under the terms and conditions for the warrants. Accordingly, the program offers the employees the possibility to increase their shareholding in the company to the corresponding figure.
Impact of financial ratio and costs for the company etc.
The company's earnings per share are not affected by the issue of the warrants as the present value of the warrants' strike price exceeds the current market value of the share at the date of issue. Since the warrants are transferred to the participants at market value it is not expected that the company will incur any personnel costs. The warrant program will only incur certain limited costs in terms of external consulting fees and costs relating to the administration of the warrant program.
Preparation of the matter
The principles of the warrant program have been prepared by the Board of Directors of the company. The Board of Directors has thereafter decided to submit this proposal to the general meeting. Except for the officials who prepared the matter pursuant to instructions from the Board of Directors, no employee that may be included in the program has taken part in the drafting thereof.
Other share related incentive programs etc.
In addition to this proposal for an incentive program, the 2019 and 2020 Annual General Meetings have previously resolved on warrant programs. The company has also issued qualified employee stock options to a number of key employees. More information about the company's warrants and qualified employee stock options can be found in the company's annual report 2020/2021.
Authorization for the Board of Directors
The Board of Directors proposes that the general meeting authorizes the Board of Directors to execute the resolution in accordance with the above and to ensure that the Subsidiary’s Board of Directors carries out the transfer of the warrants in accordance with the above.
A decision according to the proposal is valid only when supported by shareholders holding not less than nine-tenths (9/10) of both the votes cast and of the shares represented at the general meeting.
Item 13 – Resolution regarding adoption of instruction for the Nomination Committee
Shareholders representing 21.3 percent of the shares and votes in the company propose that the Annual General Meeting of Quickbit eu AB (publ) resolves to establish a Nomination Committee with the assignment of submitting proposals for the next Annual General Meeting regarding:
- chairman of the Annual General Meeting,
- number of board members,
- number of auditors,
- renumeration to the board members (including any renumeration for committee work),
- renumeration to the auditors,
- election of the chairman of the Board of Directors,
- election of the other board members,
- election of auditors, as well as
- any changes to this Instruction for the Nomination Committee.
The Nomination Committee in Quickbit eu AB (publ) shall consist of the chairman of the Board of Directors and three more members. The shareholders with the three largest voting rights in the company may appoint a member each. The Nomination Committee is constituted based on the known shareholdings of the company per the last banking day in March before the Annual General Meeting. The chairman of the board is responsible to convene the Nomination Committee to its first meeting.
The Nomination Committee shall appoint a chairman within the committee. The chairman of the Board of Directors or another member of the Board of Directors shall not be chairman of the Nomination Committee.
If any of shareholders with the three largest voting rights waives its seat on the Nomination Committee the seat shall be passed on to the shareholder with the fourth largest voting rights and so on until the shareholders are represented by three shareholders. In the event a member leaves the Nomination Committee before its work is completed, the shareholder shall have the right to appoint a new member.
If a shareholder, who no longer belongs to the three largest shareholders, has appointed a member of the Nomination Committee such member shall make its seat available. The shareholder who has been added among the three largest shareholders shall be consulted and have the right to appoint a new member. The members of the Nomination Committee shall not be replaced if the changes in the voting rights are only marginal or if most of the Nomination Committee's work is consider done for the Annual General Meeting.
A member of the Nomination Committee shall not be employed within the Quickbit-group.
The company shall not pay renumeration to the members of the Nomination Committee. The Nomination Committee shall have the right to charge the company with reasonable costs for investigations, recruitment consultants and travel related to the assignment, if deemed appropriate.
Names of the members of the Nomination Committee and information regarding which shareholders they represent shall be made public no later than six months before the Annual General Meeting, or if a change occurs later, as soon as it has taken place.
The Nomination Committee's mandate is valid until a new Nomination Committee has been formed unless a general meeting before that has decided otherwise.
This instruction for the Nomination Committee applies until a general meeting resolve to amend the instruction.
Item 14 – Resolution on authorization for the Board of Directors to resolve on issue of shares, warrants and/or convertibles
The Board of Directors propose that the Annual General Meeting shall resolve to authorize the Board of Directors to, on one or several occasions up until the Annual General Meeting 2022, resolve on issue of shares, warrants and/or convertibles. The issue may be made with or without deviation from the shareholders’ preferential rights, as well as on terms regarding payment in kind, by right of set-off or against other terms.
The number of shares that may be issued under the authorization, and the increase of the share capital, shall not be limited other than by the limits for the number of shares and share capital as set out in the articles of association in its registered wording at each time. Any issue in accordance with the authorization shall be made in accordance with market terms. The Board of Directors shall otherwise have the right to determine all terms and conditions for the issue. The reason that the Board of Directors may resolve upon an issue with deviation from the shareholders’ preferential rights is that the company shall be able to issue new shares, warrants and/or convertibles in order to finance the company's continued operation and expansion.
The Board of Directors, the CEO, or anyone appointed by the Board of Directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
Information at the Annual General Meeting
Upon request by any shareholder and where the Board of Directors believes that it may be done without significant harm to the company, the Board of Directors and the CEO shall provide information of circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the company’s or its subsidiaries’ financial situation and the company's relation to other companies within the group and the consolidated accounts.
A request for such information should be made in writing to Quickbit eu AB (publ), Norrlandsgatan 10, 111 43 Stockholm or by email to email@example.com at the latest on 14 November 2021. Requested information will be made available at the company’s offices, Norrlandsgatan 10, 111 43 Stockholm and at the company's website www.quickbit.com by 19 November 2021, at the latest. Within the same time, the information will also be sent to the shareholder that has requested it and provided an address.
Use of personal data
For information regarding the processing of your personal data, please refer to the privacy policies of Euroclear and Computershare, available on their respective websites: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf and www.computershare.com/se/gm-gdpr.
Accounting documentation and the auditors’ report and other documents is available at the company’s office and at the website, www.quickbit.com. The documents will also be sent to shareholders who request this and provide their address. All documents above will be presented at the Annual General Meeting.
Stockholm in October 2021
Quickbit eu AB (publ)
The Board of Directors