STOCKHOLM, June 26, 2020 /PRNewswire/ -- The shareholders of Bambuser AB, reg. no. 556731-3126, (the "Company"), are hereby convened to the extra general meeting to be held on Monday 13 July 2020, at 10.00 at Baker McKenzie's premises at Vasagatan 7 in Stockholm.
Information with respect to the coronavirus
Due to the development of the coronavirus the goal is that the extra general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance, please see below, as well as the possibility of participating by way of proxy or video. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the extra general meeting:
- Possibility to vote in advance and participate remotely via video.
- |Registration for the general meeting will commence at 09.45.
- External guests will not be invited.
- No food or refreshments will be served.
The Company follows the development and the recommendations of the authorities and will, if necessary, update the information about the extra general meeting on the Company's website, bambuser.com
Right to attend the extra general meeting and notice
Shareholders wishing to attend the extra general meeting must:
i. on the record date, which is Tuesday 7 July 2020, be registered in the share register maintained by Euroclear Sweden AB. Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee, therefore must, no later than on Tuesday 7 July 2020, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting; and
ii. notify the participation at the general meeting no later than Tuesday 7 July 2020. Notice of participation at the general meeting shall be sent by regular mail to EGM, Bambuser AB, Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm or by e-mail to ian.gulam@bakermckenzie.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document ("Registration Certificate") shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years.The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail or e-mail at the address stated above, and should, in order to facilitate the entrance to the general meeting, be at the Company's disposal no later than on Tuesday 7 July 2020. A form proxy will be available for downloading on the Company's website bambuser.com.
Advance voting
The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection.
A special form shall be used for advance voting. The form is available on bambuser.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.
The completed voting form must be submitted to the Company no later than on Tuesday 7 July 2020. The completed and signed form shall be sent to the address stated under "Right to attend the general meeting and notice" above. A completed form may also be submitted electronically and is to be sent to ian.gulam@bakermckenzie.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.
Further instructions and conditions is included in the form for advance voting.
Attend remotely
The shareholders might attend the extra general meeting either physically, in person or by proxy, or remotely (via video conference) and vote in advance. Those who are willing to attend the extra general meeting remotely and would like to utilize their voting rights can do so by participating in person, via video conference, via proxy or vote in advance. The Company will distribute the video conference details to the shareholders that have notified the Company of their intention to attend the general meeting remotely, no later than on Friday 10 July 2020.
Proposed agenda
1. Opening of the meeting and election of the chairman of the general meeting
2. Preparation and approval of voting list
3. Approval of the agenda
4. Election of one person to certify the minutes
5. Determination of whether the general meeting has been duly convened
6. Resolution regarding approval of the board of directors' resolution to issue shares
7. Resolution regarding approval of the board of directors' resolution to issue shares
8. Resolution regarding Stock Option program 2020
A. Resolution regarding adoption of performance-based stock option program
B. Resolution regarding issue of warrants
C. Resolution regarding transfer/disposal of the warrants to the participants or otherwise to third parties
D. Resolution regarding authorization for the board of directors to resolve to issue warrants to a third party
9. Resolution regarding Stock Option program to CEO 2020
A. Resolution regarding adoption of performance-based stock option program
B. Resolution regarding issue of warrants
C. Resolution regarding transfer/disposal of the warrants to the participants or otherwise to third parties
D. Resolution regarding authorization for the board of directors to resolve to issue warrants to a third party
10. Resolution regarding issue authorization
11. Establishment of the number of members of the board of directors, establishment of fees for members of the board of directors and election of members of the board of directors
12. Closing of the meeting
Proposals for resolutions:
Item 1: Opening of the meeting and election of the chairman of the general meeting
The board of directors proposes that Joakim Falkner, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.
Item 6: Resolution regarding approval of the board of directors' resolution to issue shares
The board of directors proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 41,123,392 shares, without preferential rights for the Company's shareholders dated on 25 June 2020 in accordance with the following:
The total increase of the Company's share capital can amount to a maximum of SEK 2,056,169.60.
The subscription price for the new shares shall be SEK 0.050 per share, corresponding to the quota value of the share, in total SEK 2,056,169.60 if all shares are subscribed for.
Right to subscribe for the new shares, without the shareholders' preferential rights, shall be attributed to Carnegie Investment Bank AB (publ) for transfer to the investors who have notified their interest in the accelerated book-building procedure carried out by Carnegie Investment Bank AB (publ).
Subscription shall be made at a subscription list on 13 July 2020. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 14 July 2020. The board of directors is entitled to extend the last day for payment.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The reason for the new share issue of shares, with deviation from the shareholders' preferential rights, is to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time efficient manner and at attractive terms in order to enable the continuous expansion. The proceeds from the share issue are intended to e.g., to be used to increase the growth of the Company's operations through primarily appointing new resources in an accelerated tempo. This is to deal with the increased interest from new customers as well as to faster facilitate expansion to new markets. Furthermore, the Company intends to continue to increase the technological advantage and ensure a leading market position. The subscription price has been determined to the quota value of the shares.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Item 7: Resolution regarding approval of the board of directors' resolution to issue shares
The board of directors proposes that the extra general meeting resolves to approve the board of directors' resolution to issue a maximum of 2,793,391 shares, without preferential rights for the Company's shareholders dated on 25 June 2020 in accordance with the following:
The total increase of the Company's share capital can amount to a maximum of SEK 139,669.55.
The subscription price for the new shares shall be SEK 0.050 per share, corresponding to the quota value of the share, in total SEK 139,669.55 if all shares are subscribed for.
Right to subscribe for the new shares, without the shareholders' preferential rights, shall be attributed to Carnegie Investment Bank AB (publ) for transfer to Joel Citron, chairman of the board, and Murifield Invest AB (a company associated with board member Carl Kinell) who has notified his interest in the accelerated book-building procedure carried out by Carnegie Investment Bank AB (publ).
Subscription shall be made at a subscription list on 13 July 2020. The board of directors is entitled to extend the subscription period.
Payment for subscribed shares shall be made to a designated account no later than 14 July 2020. The board of directors is entitled to extend the last day for payment.
The new shares will entitle to dividends for the first time on the record date for dividends that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.
The reason for the new share issue of shares, with deviation from the shareholders' preferential rights, is as part of the offer in accordance with the board resolution from 25 June 2020 to issue shares pursuant to the authorization granted by the annual general meeting and item 6 to include the chairman of the board and Murifield Invest AB in the accelerated book-building procedure. The subscription price has been determined to the quota value of the shares.
The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.
Item 8: Resolution regarding Stock Option program 2020
The board of directors of the Company proposes that the extra general meeting resolves to increase the proposal presented for the extra general meeting on 3 July 2020 to adopt a stock option program for certain of the employees in the Bambuser Group domiciled within and outside of Sweden (the "Stock Option Program 2020") in accordance with the below.
The purpose with increasing the already presented proposal is to adjust for the dilution following from the share issues in accordance with the board's resolution on 25 June 2020 and item 6 and 7 for certain of the participants. As also stated in the proposal for the extra general meeting on 3 July 2020 the proposal is to create conditions to retain and increase motivation with senior executives, employees and other key individuals in the Company. The board of directors believes that it is in the interest of all shareholders that senior executives, employees and other key individuals, which are assessed to be of importance for the development of the Company, have a long-term interest of a positive value growth in the Company's shares. Through the program, a long-term ownership engagement is expected, which stimulates an increased interest in the business and the earnings development in general as well as increasing the motivation for the participants.
8. A Resolution regarding adoption of performance-based stock option program
The following terms shall apply to the Stock Option Program 2020:
A maximum of 1,021,301 additional stock options may be allotted to the participants in the Stock Option Program 2020. Allotment shall occur as soon as practicably possible following the approval by the general meeting.
Allocation shall comprise approximately 43 employees in the Bambuser group. The participants are divided into different categories based on size and responsibility classification of roles within the group. In accordance with the principles and assumptions stated herein, allocation will occur in the following way, in addition to the proposal presented for the extra general meeting on 3 July 2020:
Senior Executives consisting of up to 6 positions, of which each may be offered an additional maximum of 170,217 stock options, totalling a maximum of 500,000 stock options per person together with the proposal for the extra general meeting on 3 July.
1/3 of the allotted Stock Options will vest 12 months (the year 2021) after the time of the allotment, an additional 1/3 will vest 12 months thereafter (the year 2022) and an additional 1/3 will vest 12 months thereafter (the year 2023).
Allocation of stock options is in each case conditional upon (i) that the relevant participants' employment with the Company or its subsidiaries has not been terminated or discontinued and (ii) that the participant has entered into a stock option holder agreement with the Company. The Board of Directors shall ensure that the agreements with the participants contain terms that prohibit transfers or pledges of the stock options and that stock options not yet vested will, subject to certain exceptions, be forfeited should the employee no longer be employed in the Company or the subsidiaries.
The stock options shall be allotted to the participants free of charge.
Exercise of the stock options is conditional upon that the market value, corresponding to the average volume weighted price for the Company's share, from and including August 1st, 2023 up and including August 15th, 2023, of one share in the Company being at least SEK 5.00. The Board of Directors shall be entitled to recalculate the performance condition in the event of corporate actions that justify such a recalculation and to adjust the performance condition if special circumstances occur, whereby the adjustment shall aim to maintain an appropriate target level and not make it harder or easier to satisfy the performance condition.
After the Stock Options have been granted and vested, and provided that the performance condition has been fulfilled, each stock option entitles the holder a right to, during the period September 1st, 2023 up and including October 31st, 2023, as decided by the Company, either (a) acquire one (1) share in the Company to a price corresponding to the quota value (the current quota value is SEK 0.05 per share) or, (b) free of charge be allocated a warrant which entitles to subscription of one (1) share in the Company to a price corresponding to the quota value.
Participation in the Stock Option Program 2020 is in each case conditional upon that such participation is legally possible as well as possible with reasonable administrative cost and financial efforts according to the assessment of the Company.
The Board of Directors shall be responsible for preparing the agreements with the participants and the administration of the Stock Option Program 2020. In connection therewith, the Board of Directors may make adjustments in order to fulfil specific rules or market conditions outside Sweden. Further, in extraordinary cases, the Board of Directors is entitled to limit the extent of the Stock Option Program 2020, or terminate the Stock Option Program 2020 in advance, in whole or in part.
The number of shares that may be acquired for each Stock Option shall be recalculated in the event of share splits, rights issues and similar corporate actions with the aim that the economic value of a Stock Option shall be unaffected by such actions.
Dilution and costs etc.
The maximum dilution as a result of the Stock Option Program 2020, including the warrants proposed to be issued in accordance with the proposal for the extra general meeting on 3 July 2020 and warrants that may be issued pursuant to the authorization according to item 8.D, will not exceed 0,82 per cent of the outstanding shares in the Company. The dilution has been calculated as additional shares in relation to current and additional shares.
For information regarding the Company's other share-based incentive programs and outstanding warrants, please refer to the Company's annual report, see page 6.
Upon reaching the performance criteria for the share price, the Stock Option Program 2020 may entail costs in form of social security contributions. The total costs for social security contributions will depend on the number of warrants that will be vested and on the value of the benefit that the participant finally will receive, i.e. on the value of the warrants when utilized 2023. Based on the assumption that all warrants will be vested, an assumed share price of SEK 12.5 when the warrants are utilized, and an assumed average social security rate of approximately 31.42 percent, the total costs for social security contributions will amount to approximately SEK 4 million. The Company intends to hedge the entire cost of social security contributions through the issue of Warrants, which is why the Board of Directors proposes authorizations in accordance with item 8.D.
The total cost for the Stock Option Program 2020 will be distributed over the years 2020-2023. Since 1/3 of the options vest per year, the cost will be distributed over the period. Given the above assumptions, and that the program had been introduced in 2019 instead, it is calculated that the yearly costs for Option Program 2020/2023 will amount to approximately 11 percent in relation to the Company's salary costs for employees (including social security contributions) for the 2019 financial year. (The company's average number of employees during 2019 was 13 people. As of May 31, 2020, the company has 25 employees. The company has previously announced that it intends to significantly strengthen the organization by increasing the number of employees.) The majority of the costs does not have an impact on the Company's cash flows.
Preparation of proposal
The Board of Directors has prepared the Stock Option Program 2020 in consultation with external advisors and the Company's main shareholders. The suggested plan is supported by the Company's main shareholders.
8.B Resolution regarding issue of warrants
In order to secure the delivery of shares pursuant to the Stock Option Program 2020, the Board of Directors proposes that the Company, issues a maximum of 1,021,301 warrants, entitling to subscription of new ordinary shares in the Company as follows and possibly increase the share capital with maximum SEK 51,065.05 after full exercise of the warrants.
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to the, by the Company, wholly owned subsidiary Bambuser Incentive AB (the "Subsidiary"), with the right and obligation to dispose the warrants according to item 8.A and 8.C.
The reason for the deviation from the shareholders' preferential rights is that the issue of warrants ensures delivery of shares to the participants in the Stock Option Program 2020.
The warrants shall be issued free of charge.
Subscription of the warrants shall take place within eight weeks from the date of the resolution to issue warrants. The Board of Directors shall have right to extend the subscription period.
The warrants may be exercised for subscription of shares during the period September 1st, 2023 up and including October 31st, 2023.
Each warrant shall entitle subscription to one (1) share at a subscription price corresponding to the quota value of the share (the current quota value is SEK 0.05). Recalculation may occur in accordance with the "Terms and Conditions for Warrants 2020/2023:3", which are held available at the Company and the Company's website.
The newly issued shares that are issued after exercise of warrants shall entitle to dividend for the first time on first the record date that occurs after completion of subscription.
Otherwise, for the warrants, terms and conditions presented in "Terms and Conditions for Warrants 2020/2023:1" shall apply.
The Board of Directors, or the person that the Board of Directors may appoint, shall be authorized to make the adjustments as may be required in connection with registration with the Swedish Companies Registration Office.
8.C Resolution regarding transfer/disposal of the warrants to the participants or otherwise to third parties
The board of directors also proposes that the subsidiary may transfer/dispose of the warrants to the participants or otherwise to third parties for the purpose of delivering shares to the participants in accordance with the terms and conditions of the Stock Option Program 2020. The subsidiary may only transfer/dispose of the warrants for this purpose.
8.D Resolution regarding authorization for the board of directors to resolve to issue warrants to a third party
The board of directors furthermore proposes that the general meeting resolves to authorize the Board of Directors to resolve to issue no more than 320,893 warrants to subscribe for common shares to a bank or securities company, all on the terms set out for the Stock Option Program 2020. The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to have the option to hedge the Company's exposure against social security costs incurred in connection with the Stock Option Program 2020, by way of, to a third party with whom the Company has an agreement, issue warrants which can be exercised to subscribe shares that thereafter are sold at market value.
The warrants shall be issued free of charge. Each warrant shall entitle to subscription of one (1) share in the Company, thus, the share capital will increase with maximum SEK 16,044.65 after full exercise of the warrants.
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to a Swedish bank or Swedish securities company.
The warrants may be exercised for subscription of shares from September 1st, 2023 up and including October 31st, 2023.
Each warrant entitles the holder to subscription of one (1) share at a subscription price corresponding to the quota value (the current quota value is SEK 0.05). Recalculation may occur in accordance with the complete warrant conditions.
The Board of Directors, or the person that the Board of Directors may appoint, shall be authorized to make the adjustments as may be required in connection with registration with the Swedish Companies Registration Office.
Item 9: Resolution regarding Stock Option program 2020
The board of directors of the Company proposes that the extra general meeting resolves to increase the proposal presented for the extra general meeting on 3 July 2020 to adopt a stock option program for the CEO of Bambuser (the "Stock Option Program to CEO 2020") in accordance with the below.
The purpose with increasing the already presented proposal is to adjust for the dilution following from the share issues in accordance with the board's resolution from 25 June 2020 and item 6 and 7. As also stated in the proposal for the extra general meeting on 3 July 2020 the Stock Option Program to CEO 2020 is to within the framework of a Stock Option program offer the CEO, who does not represent any major shareholder, ownership in the Company. Furthermore, the purpose is to create privity between the Company's shareholders and CEO to work for that the company reaches its best possible business- and value growth.
9.A Resolution regarding adoption of performance-based stock option program
A maximum of 2,735,849 additional stock options may be allotted to the participants in the e Stock Option Program to CEO 2020. Allotment shall occur as soon as practicably possible following the approval by the general meeting.
Allocation shall comprise only the CEO of Bambuser. In accordance with the principles and assumptions stated, CEO may be offered an additional maximum of 2,735,849 Stock Options.
1/3 of the allotted Stock Options will vest 12 months (the year 2021) after the time of the allotment, an additional 1/3 will vest 12 months thereafter (the year 2022) and an additional 1/3 will vest 12 months thereafter (the year 2023).
Allocation of Stock Options is in each case conditional upon (i) that the relevant participants' employment with the Company or its subsidiaries has not been terminated or discontinued and (ii) that the participant has entered into a stock option holder agreement with the Company. The Board of Directors shall ensure that the agreements with the participants contain terms that prohibit transfers or pledges of the Stock Options and that Stock Options not yet vested will, subject to certain exceptions, be forfeited should the employee no longer be employed in the Company or the subsidiaries.
The stock options shall be allotted to the participant free of charge.
Exercise of the stock options is conditional upon that the market value, corresponding to the average volume weighted price for the Company's share, from and including August 1st, 2023 up and including August 15th, 2023, of one share in the Company being at least SEK 5.00. The Board of Directors shall be entitled to recalculate the performance condition in the event of corporate actions that justify such a recalculation and to adjust the performance condition if special circumstances occur, whereby the adjustment shall aim to maintain an appropriate target level and not make it harder or easier to satisfy the performance condition.
After the Stock Options have been granted and vested, and provided that the performance condition has been fulfilled, each stock option entitles the holder a right to, during the period September 1st, 2023 up and including October 31st, 2023, as decided by the Company, either (a) acquire one (1) share in the Company to a price corresponding to the quota value (the current quota value is SEK 0.05 per share) or, (b) free of charge be allocated a warrant which entitles to subscription of one (1) share in the Company to a price corresponding to the quota value.
Participation in the Stock Option Program to CEO 2020 is in each case conditional upon that such participation is legally possible as well as possible with reasonable administrative cost and financial efforts according to the assessment of the Company.
The Board of Directors shall be responsible for preparing the agreement with the participant and the administration of the Stock Option Program to CEO 2020. In connection therewith, the Board of Directors may make adjustments in order to fulfil specific rules or market conditions outside Sweden. Further, in extraordinary cases, the Board of Directors is entitled to limit the extent of the Stock Option Program to CEO 2020, or terminate the Stock Option Program to CEO 2020 in advance, in whole or in part.
The number of shares that may be acquired for each Stock Option shall be recalculated in the event of share splits, rights issues and similar corporate actions with the aim that the economic value of a Stock Option shall be unaffected by such actions.
Dilution and costs etc.
The maximum dilution as a result of the Stock Option Program to the CEO 2020, including the warrants proposed to be issued in accordance with the proposal for the extra general meeting on 3 July 2020 and warrants that may be issued pursuant to the authorization according to item 9.D, will not exceed 2.21 per cent of the outstanding shares in the Company. The dilution has been calculated as additional shares in relation to current and additional shares.
For information regarding the Company's other share-based incentive programs and outstanding warrants, please refer to the Company's annual report, see page 6.
Upon reaching the performance criteria for the share price, the Stock Option Program to the CEO 2020 may entail costs in form of social security contributions. The total costs for social security contributions will depend on the number of warrants that will be vested and on the value of the benefit that the participant finally will receive, i.e. on the value of the warrants when utilized 2023. Based on the assumption that all warrants will be vested, an assumed share price of SEK 12.5 when the warrants are utilized, and an assumed average social security rate of approximately 31.42 percent, the total costs for social security contributions will amount to approximately SEK 10.7 million. The Company intends to hedge the entire cost of social security contributions through the issue of Warrants, which is why the board of directors proposes authorizations in accordance with item 9.D.
The total cost for the Stock Option Program to the CEO 2020 will be distributed over the years 2020-2023. Since 1/3 of the options vest per year, the cost will be distributed over the period. Given the above assumptions, and that the program had been introduced in 2019 instead, it is calculated that the yearly costs for Stock Option Program to the CEO 2020 will amount to approximately 29 percent in relation to the Company's salary costs for employees (including social security contributions) for the 2019 financial year. (The company's average number of employees during 2019 was 13 people. As of May 31, 2020, the company has 25 employees. The company has previously announced that it intends to significantly strengthen the organization by increasing the number of employees.) The majority of the costs does not have an impact on the Company's cash flows.
Preparation of proposal
The proposal of the Stock Option Program to CEO 2020 has been prepared by certain shareholders in consultation with external advisors and the board of directors.
9.B Resolution regarding issue of warrants
In order to secure the delivery of shares pursuant to the Stock Option Program to the CEO 2020, the board of directors proposes that the Company, issues a maximum of 2,735,849 warrants, entitling to subscription of new ordinary shares in the Company as follows and possibly increase the share capital with maximum SEK 136,792.45 after full exercise of the warrants.
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to the, by the Company, wholly owned subsidiary Bambuser Incentive AB (the "Subsidiary"), with the right and obligation to dispose the warrants according to item 9.A and 9.C.
The reason for the deviation from the shareholders' preferential rights is that the issue of warrants ensures delivery of shares to the participants in the Stock Option Program to the CEO 2020.
The warrants shall be issued free of charge.
Subscription of the warrants shall take place within eight weeks from the date of the resolution to issue warrants. The Board of Directors shall have right to extend the subscription period.
The warrants may be exercised for subscription of shares during the period September 1st, 2023 up and including October 31st, 2023.
Each warrant shall entitle subscription to one (1) share at a subscription price corresponding to the quota value of the share (the current quota value is SEK 0.05). Recalculation may occur in accordance with the "Terms and Conditions for Warrants 2020/2023:4", which are held available at the Company and the Company's website.
The newly issued shares that are issued after exercise of warrants shall entitle to dividend for the first time on first the record date that occurs after completion of subscription.
Otherwise, for the warrants, terms and conditions presented in "Terms and Conditions for Warrants 2020/2023:1" shall apply.
The Board of Directors, or the person that the Board of Directors may appoint, shall be authorized to make the adjustments as may be required in connection with registration with the Swedish Companies Registration Office.
9.C Resolution regarding transfer/disposal of the warrants to the participants or otherwise to third parties
The board of directors also proposes that the subsidiary may transfer/dispose of the warrants to the participants or otherwise to third parties for the purpose of delivering shares to the participants in accordance with the terms and conditions of the Stock Option Program to the CEO 2020. The subsidiary may only transfer/dispose of the warrants for this purpose.
9.D Resolution regarding authorization for the board of directors to resolve to issue warrants to a third party
The board of directors furthermore proposes that the general meeting resolves to authorize the Board of Directors to resolve to issue no more than 859,604 warrants to subscribe for common shares to a bank or securities company, all on the terms set out for the Stock Option Program to the CEO 2020. The purpose of the authorization and the reason for the deviation from the shareholders' preferential rights is to have the option to hedge the Company's exposure against social security costs incurred in connection with the Stock Option Program to the CEO 2020, by way of, to a third party with whom the Company has an agreement, issue warrants which can be exercised to subscribe shares that thereafter are sold at market value.
The warrants shall be issued free of charge. Each warrant shall entitle to subscription of one (1) share in the Company, thus, the share capital will increase with maximum SEK 42,980.20 after full exercise of the warrants.
The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be granted to a Swedish bank or Swedish securities company.
The warrants may be exercised for subscription of shares from September 1st, 2023 up and including October 31st, 2023.
Each warrant entitles the holder to subscription of one (1) share at a subscription price corresponding to the quota value (the current quota value is SEK 0.05). Recalculation may occur in accordance with the complete warrant conditions.
The Board of Directors, or the person that the Board of Directors may appoint, shall be authorised to make the adjustments as may be required in connection with registration with the Swedish Companies Registration Office.
Item 10: Resolution regarding issue authorization
The board of directors of the Company proposes that the extra general meeting resolves on an authorization for the board of directors to, with or without deviation from the shareholders' preferential rights, on one or more occasions until the next annual general meeting, decide on new issue of shares, warrants and/or convertibles in the Company. The total number of shares covered by such new issues may in total correspond to a maximum of ten (10) percent of the shares in the Company at the time the authorization is used. Payment for subscribed shares, warrants or convertibles may be paid in cash, by set-off or by subordinated debt or on terms referred to in chapter 2 section 5 of the Companies Act.
The purpose of the authorization and the reasons for a possible deviation from the shareholders' preferential right is to enable further financing of the Company's operations, to finance company acquisitions or acquisitions of businesses or assets, to be able to issue the said instruments as remuneration in such acquisitions and in the Company strategic collaborations, to enable emission to industrial partners and to broaden the shareholder group.
The board of directors, or the person that the Board of Directors may appoint, shall be authorized to make the adjustments as may be required in connection with registration with the Swedish Companies Registration Office.
Item 11: Establishment of the number of members of the board of directors, establishment of fees for members of the board of directors and election of members of the board of directors
The nomination committee and major shareholders proposes the following:
The board of directors shall be increased by one member and thereafter consist of six members elected by the general meeting.
The proposed director shall not receive any board remuneration.
Further to the investment made by Harmony Partners in the share issues announced on 25 June 2020, it is proposed that Mark J. Lotke is elected as new director. Furthermore, Mikael Wintzell has informed the board of directors and the nomination committee that he wishes to resign from the board of directors effected as of the election of Mark J. Lotke.
Mark J. Lotke is born in 1968. Mark is the Founder & Managing Partner of Harmony Partners, a highly differentiated venture capital firm that makes expansion stage investments in high growth software, internet, and techenabled companies. Mark has been investing in technology companies since 1993, founding Harmony Partners in 2010. He began his venture career at General Atlantic and was pre-IPO Managing Director at Internet Capital Group. Prior to founding Harmony, Mark led the software group at FTV Capital. Over the past 27 years, Lotke has invested over $750 million in 75+ technology companies, including Anaplan, AppDynamics, Alation, Aveksa, E*TRADE, Iterable, Natera, Postmates, Priceline, Scopus, SS&C, Swiggy, UiPath, and Zerto. Mark received a BS in Economics from the Wharton School at the University of Pennsylvania, graduating summa cum laude with a dual concentration in entrepreneurial management and finance, and an MBA from the Stanford Graduate School of Business.
Majority requirements
A resolution in accordance with item 6 and 10 is valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.
The resolution in accordance with item 7 subject to the provisions of Ch. 16 of the Swedish Companies Act and a valid resolution therefore requires that this proposal is supported by shareholders representing at least nine tenths of the votes cast and the shares represented at the general meeting.
The resolutions regarding the stock option programmes in accordance with item 8 and 9 each constitutes an overall decision, and each proposal shall be resolved upon as one decision and a valid resolution therefore requires that such resolutions are supported by shareholders representing at least nine tenths of the votes cast and the shares represented at the extra general meeting since the issue and transfer of warrants is subject to the provisions of Ch. 16 of the Swedish Companies Act.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 108,001,988 shares, with a corresponding number of votes. The Company holds no shares of its own.
Further information
A proxy form, complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Malmskillnadsgatan 32 in Stockholm and at the Company's website bambuser.com, at least two weeks in advance of the extra general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.
The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.
Processing of personal data
For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB's website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.
Contact information:
Maryam Ghahremani,
CEO
+46-8-400-160-02
maryam@bambuser.com
or visit bambuser.com/ir
Certified Adviser
Erik Penser Bank AB
+46-8-463-83-00
certifiedadviser@penser.se
This information was brought to you by Cision http://news.cision.com
https://news.cision.com/bambuser/r/notice-of-extra-general-meeting-in-bambuser-ab,c3142551
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