Annual General Meeting in Realfiction Holding AB
The Annual General Meeting in Realfiction Holding AB held today decided in accordance with the board’s and shareholders’ proposals except that Sune Alstrup was not elected for the board and the following resolutions were adopted.
Resolution on adoption of the financial statements, disposal of the result and discharging the Board members and the CEO from liability
The Meeting adopted income statements, balance sheets and the proposal of the Board of Directors and the CEO that no dividend is to be distributed for the financial year 2020 and that the loss for the year should be carried forward. The Meeting furthermore discharged the Board members and the CEO from liability vis-à-vis the Company.
Board of Directors and Auditors
The Meeting re-elected Michael Kjær, Søren Jørgensen, Clas Dyrholm and Peter Simonsen and elected Lars Bentsen Møller as ordinary board members.
Michael Kjær was re-elected as Chairman of the Board.
Directors’ fees were set at an amount of DKK 150,000 per year to the Chairman and DKK 75,000 per year to each of the other board members.
Election of the accounting firm Mazars AB was resolved for a one year period of mandate, consequently up to and including the Annual General Meeting 2022, whereby the accounting firm has informed that authorised public accountant Bengt Ekenberg will be the auditor in charge. Fees to the auditors will be paid in accordance with approved invoices.
Resolution on authorisation for the Board of Directors regarding new issues
The Board of Directors was authorised to, at one or several occasions during the time up until the next Annual General Meeting, resolve on issuance of new shares, share option rights and/or convertibles up to 15 per cent of the total amount of outstanding shares at the time when the Board used the authorization for the first time. The CEO was authorised to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office.
Resolution on implementation of a warrant program for the CFO by way of (A) Directed issue of warrants; and (B) approval of transfer of warrants
The Annual General Meeting resolved in accordance with the board’s proposal on implementation of a warrant program for the CFO by way of (A) directed issue of warrants and (B) approval of transfer of warrants. A maximum of 116,331 warrants shall be issued. With deviation from the shareholders’ preferential rights, the right to subscribe for the warrants shall vest in the company’s wholly owned subsidiary Realfiction ApS. The reason for the deviation from the shareholders’ preferential rights is that the warrants shall be used within the warrant program. Subscription of the warrants shall be made on a separate subscription list no later than 15 July 2021. The warrants shall be issued to the subsidiary at a subscription price corresponding to the fair market value of the warrants at the time of subscription, which shall be determined in accordance with the Black & Scholes valuation formula. Payment for the warrants from the subsidiary shall be made against cash consideration.
The subsidiary shall have the right and obligation to transfer all issued warrants to the CFO no later than 15 July 2021 and the transfer shall be made without consideration. Each warrant entitles to subscription of one share in the company at a subscription price of SEK 16.78 per share. Subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 31 December 2027.
In case all warrants issued in connection with this proposal are exercised for subscription of new shares, a total of 116,331 new shares will be issued, which corresponds to a dilution of approximately 0.57 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under this proposal, all warrants series TO1 and all warrants issued in relation to existing and additionally proposed incentive programs.
The reasons for the implementation of the warrant program and the deviation from the shareholders’ preferential rights are to be able to create possibilities for the company to retain a competent CFO through the offering of a long-term ownership engagement for the CFO. Such ownership engagement is expected to increase the CFOs commitment to the company’s operations, strengthen the loyalty to the company and be beneficial for the company as well as its shareholders.
Resolution on implementation of a warrant program for a consultant and proposed board member by way of (A) directed issue of warrants; and (B) approval of transfer of warrants
The Annual General Meeting resolved in accordance with the shareholder Paltoft Holding ApS’s proposal on implementation of a warrant program for Sune Alstrup by way of (A) directed issue of warrants and (B) approval of transfer of warrants. A maximum of 13,600 warrants shall be issued. With deviation from the shareholders’ preferential rights, the right to subscribe for the warrants shall vest in the subsidiary Realfiction Lab ApS. The reason for the deviation from the shareholders’ preferential rights is that the warrants shall be used within the warrant program. Subscription of the warrants shall be made on a separate subscription list no later than 15 July 2021. The warrants shall be issued to the subsidiary at a subscription price corresponding to the fair market value of the warrants at the time of subscription, which shall be determined in accordance with the Black & Scholes valuation formula. Payment for the warran
ts from subsidiary shall be made against cash consideration.
The subsidiary shall have the right to transfer all issued warrants to Sune Alstrup no later than 15 July 2021 and the transfer shall be made without consideration. Each warrant entitles to subscription of one share in the company at a subscription price of SEK 1 per share. Subscription of shares by virtue of the warrants may be made from 1 June 2022 up to and including 31 December 2024.
In case all warrants issued in connection with this proposal are exercised for subscription of new shares, a total of 13,600 new shares will be issued, which corresponds to a dilution of approximately 0.07 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under this proposal, all warrants series TO1 and all warrants issued in relation to existing and additionally proposed incentive programs.
The reasons for the implementation of the warrant program and the deviation from the shareholders’ preferential rights is to support the liquidity situation in the subsidiary and to be able to create possibilities for the subsidiary to hire a competent consultant through the offering of an ownership engagement for the consultant, as the Consultancy Services Warrant Program 2021 constitutes agreed remuneration for consultancy services provided. Thus, it is expected to be beneficial for the company as well as its shareholders.
Resolution on (A) option program for members of the board of directors in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants
The Annual General Meeting resolved in accordance with the shareholder Paltoft Holding ApS’s proposal on (A) option program for members of the board of directors in the subsidiary Realfiction Lab ApS, excluding the non-founding members, i.e. Clas Dyrholm and Peter Simonsen; and (B) directed issue of warrants and approval of transfer of warrants. The option program shall comprise a maximum of 66,000 options. In order to secure the delivery of shares under the option program, a maximum of 66,000 warrants shall be issued. With deviation from the shareholders’ preferential rights, the right to subscribe for the warrants shall vest in the subsidiary Realfiction Lab ApS. The reason for the deviation from the shareholders’ preferential rights is that the warrants are issued as part of the implementation of the option program. Subscription shall be made no later than 15 July 2021. The warrants shall be issued to the subsidiary at a subscription price corresponding to the fair market value of the warrants at the time of subscription, which shall be determined in accordance with the Black & Scholes valuation formula. Payment for the warrants shall be made against cash consideration.
Each warrant entitles to subscription of one share in the company at a subscription price amounting to 100 per cent of the volume weighted average share price of the company’s share on Nasdaq First North Growth Market during the ten trading days immediately prior to the annual general meeting on 30 June 2021, i.e. SEK 20.49. Subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 31 December 2027.
Each participant in the option program shall be allotted 16,500 options. Allotment shall take place no later than 15 July 2021. The allotted options will vest with 1/36 each month after the allotment date. If the number of allotted options is not evenly divisible with 1/36, the number of vested options shall be rounded downwards and any excess options shall be considered vested on the last vesting date. Vesting is conditional upon that the participant still holds the position as member of the board of directors in Realfiction Lab ApS each date when vesting occurs.
The options shall be allotted without consideration.
The holders can exercise allotted and vested options during 30 days from the day following after the announcement of the company’s quarterly reports. If the company does not render any quarterly report or year-end report after the end of any calendar quarter, the allotted and vested options may instead be exercised during the last month of the following calendar quarter. The options may in no event be exercised later than 31 December 2027.
In case all warrants issued in connection with this proposal are exercised for subscription of new shares, a total of 66,000 new shares will be issued, which corresponds to a dilution of approximately 0.32 per cent of the company’s share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under this proposal, all warrants series TO1 and all warrants issued in relation to existing and additionally proposed incentive programs.
It should be noted that even though the option program comprises a maximum of 66,000 options, not more than 49,500 options will be issued under the program as Sune Alstrup was not elected for the board.
The reasons for the implementation of the option program and the deviation from the shareholders’ preferential rights are that it is for the benefit of the company and its shareholders that the existing members of the board of directors in the subsidiary are offered to participate in the option program. A share based incentive program is a central part of an attractive and competitive remuneration package in order to attract, retain and motivate experienced members of the board of directors and to incentivize the members of the board of directors to perform their outmost on delivering maximal value growth for all shareholders. The option program is expected to increase and strengthen the board of directors’ dedication to the company’s business, improve the loyalty towards the company and be beneficial for the company as well as its shareholders.