Notice of Extra General Meeting in FlexQube AB (publ)
The shareholders of FlexQube AB (publ), reg. no. 556905-3944, (the "Company"), are hereby convened to the extra general meeting to be held on Thursday 12 January 2023 at 14:00 CET at Neongatan 8, 431 53 Mölndal.
Right to attend the extra general meeting
Shareholders wishing to attend the extra general meeting must on the record date, which is Tuesday 3 January 2023, be registered in the share register maintained by Euroclear Sweden AB;
Notification
Shareholders wishing to attend the general meeting are kindly asked to notify their and any counsel's participation to the Company by mail to FlexQube AB (publ), Neongatan 8, 431 53 Mölndal, or by
e-mail to ir@flexqube.com no later than 9 January 2023. Notice of attendance shall contain name, personal/corporate identity number, address and telephone number.
Nominee registered shares
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 must, no later than on Tuesday 3 January 2023, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Thursday 5 January 2023 will be considered in preparations of the share register.
Proxy etc.
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 in original and the Registration Certificate, if any, must be available at the general meeting and shall well before the meeting be sent to the Company by e-mail to ir@flexqube.com. 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. If the shareholder is a legal person, certificate of registration or other documents of authority shall be attached to the form. A form proxy will be available for downloading on the Company's website www.flexqubegroup.com/, and can also be sent free of charge to shareholders who request it and provide their postal address.
Proposed agenda:
- Opening of the meeting
- Election of the chairman of the general meeting and appointment of keeper of the minutes
- Preparation and approval of voting list
- Election of one person to certify the minutes
- Determination of whether the general meeting has been duly convened
- Approval of the agenda
- Resolution regarding incentive program 2023/2026 through issuance and transfer of warrants
a) Resolution regarding issue of warrants
b) Resolution regarding approval of transfer of warrants
- Resolution regarding approval of transfer of warrants under incentive program 2022/2025
- Closing of the meeting
Proposals for resolutions:
Item 2: Election of the chairman of the general meeting and appointment of keeper of the minutes
The board of directors proposes that Carl Bohman, LL.M., at Baker McKenzie Advokatbyrå is appointed as chairman of the general meeting and keeper of the minutes, or, in his absence, the person appointed by honom.
Item 3: Preparation and approval of voting list
The voting list proposed for approval by the general meeting is the voting list established by the Company, based on the extra general meeting share register and incoming postal votes, and as verified by the person elected to certify the minutes.
Item 4: Election of one person to certify the minutes
The board of directors proposes that Mikael Lindbäck, or if he is prevented, the person assigned by the board of directors, to person to verify the minutes of the meeting. The task also includes checking the voting list and that incoming postal votes are correctly reflected in the meeting minutes.
Item 6: Approval of the proposed agenda
The board of directors proposes that the general meeting approves the proposed agenda as set forth above.
Item 7: Resolution regarding incentive program 2023/2026 through issuance and transfer of warrants
Upon recommendation of the remuneration committee, the board of directors of the Company proposes that the extra general meeting resolves to implement an incentive program through issuance of warrants to future managing director of the Company, who has entered into a managing director's agreement with the Company or a company within the Company's group, and to the Company, with subsequent transfer to the future managing director of the Company ("Incentive program 2023/2026") in accordance with the below.
Background and rationale
The purpose of the proposal is to establish conditions to offer a market-based compensation package and increase the motivation of future managing director of the Company. The board of directors finds that it is in all shareholders' interest that senior the future managing director, who is considered important to the development of the company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company's shareholders and the participant.
Resolutions in accordance with 7a and 7b below shall be made as one resolution and are therefore conditional on each other.
A description of other incentive programs, the preparation of the proposal, costs for the program and effect on important key figures etc. is presented below.
Item 7a): Resolution regarding issue of warrants
The board of directors of the Company proposes that the extra general meeting resolves to issue a maximum of 110,000 warrants, which may result in a maximum increase in the Company's share capital of SEK 11,000. The warrants shall entitle to subscription of new shares in the Company. The following terms shall apply to the issuance:
The warrants shall be subscribed for by a future managing director of the Company, who has entered into a managing director's agreement with the Company or a company within the Company's group, and the Company with the right and obligation to, at one or several occasions, transfer the warrants to the future managing director in the Company, at a price that is not less than the fair market value of the warrant according to the Black & Scholes valuation model and otherwise on the same terms as in the issuance.
The warrants shall be subscribed for as of 12 January 2023 up to and including 28 February 2023 on a separate subscription list, with a right for the board to extend the subscription period.
The Company has the right to subscribe for warrants without consideration and the future managing director shall have the right to subscribe for the warrants at a price equal to the warrant's market value, which shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model made by an independent appraiser or audit firm.
The Company has the right to subscribe for the warrants which are not subscribed for by the future managing director in accordance with the proposed allotment principles, in accordance with item 7b.
Payment for subscribed warrants issued for payment shall be made in cash no later than on 30 March 2023, with a right for the board to extend the payment date.
Each warrant entitles to subscription of one (1) new share in the Company during the period from 15 February 2026 up to and including 15 April 2026 or the earlier date set forth in the terms for the warrants.
The subscription price shall be determined to an amount equal to 130 percent of the volume weighted average price at Nasdaq First North Premier Growth Market during the period from 28 December 2022 up to and including 11 January 2023. The calculated subscription price shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be rounded upwards to SEK 0.01. The subscription price may not amount to less than the quota value of the company's shares. The share premium shall be transferred to the unrestricted premium reserve.
A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.
The purpose of the issuance and the deviation from the shareholders preferential rights is to implement the Incentive program 2023/2026. The purpose is to establish conditions to offer a market-based compensation package and increase the motivation of future managing director of the Company. The board of directors finds that it is in all shareholders interest that the managing director, which is considered important to the future development of the company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the managing director and to create a common interest for the Company's shareholders and the participant.
In connection with the subscription of the warrants by the participant, the Company shall through an agreement reserve the right to repurchase the warrants, if the managing director's employment or assignment in the company group ceases or if the managing director, in turn, wishes to transfer the warrants.
The complete terms and conditions for the warrants are set out in Exhibit 2d, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.
The board of directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB.
Item 7b): Resolution regarding approval of transfer of warrants
The board of directors of the Company proposes that the extra general meeting resolves to approve that the Company may transfer the number of warrants in the Company of series 2023/2026, that are not subscribed for by the future managing director, or in any other matter dispose of the warrants to fulfill the obligations under Incentive program 2023/2026.
The Company shall be entitled to retain warrants that later may be offered to the future managing director of the Company in accordance with the proposed acquisition and allotment principles.
Future managing director may within Incentive program 2023/2026, be offered to acquire warrants in accordance with the principles set out in item 7a.
Notification to acquire warrants shall be made during the period from 31 January 2023 up to and including 15 June 2023. The warrants shall be transferred to the participant no later than 30 June 2023.
Transfer of the warrants shall be made at a price equal to the warrant's market value at the time of transfer, which shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model. Valuation of the options shall be performed by an independent appraiser or audit firm. In connection with the transfer of the warrants to the participant, the Company shall through an agreement reserve the right to repurchase the warrants, if the participant's employment or assignment in the company group ceases or if the participant.
The warrants shall be transferred to the future managing director no later than 30 June 2023, where any not transferred warrants shall be cancelled.
Item 8: Resolution regarding approval of transfer of warrants under incentive program 2022/2025
The annual general meeting of the Company resolved on 12 May 2022 to introduce an incentive program through the issue of warrants to senior executives, employees and other key persons within the Company and the group, and the Company with subsequent transfer to senior executives, employees and other key persons within the Company and the group ("Incentive Program 2022/2025"). It was noted that the resolution meant that notification to acquire warrants was to be made during the period from 12 May 2022 up to and including 1 September 2022. the warrants would be transferred to the participants no later than November 30, 2022.
The board of directors for the Company proposes that Incentive Program 2022/2025 is amended so that the notification to acquire is extended to 15 March 2023 and that the warrants may be transferred to participants no later than March 31, 2023.
The reason why the Company will, for some participants, have an incentive program that has less than a three years' earning period is that the Company is undergoing a growth journey with the need to have access to the program to recruit, and that it is an administrative burden to have several different ongoing incentive programs.
Preparation of incentive programs etc. (it is noted that this is not a topic for resolution)
Incentive program 2023/2026
Incentive program 2023/2026 has been prepared by the remuneration committee, the board of directors and external advisors.
Valuation
Subscription (except by the Company) and transfer of the warrants shall be made at a price equal to the warrant's fair market value, which means no social fees should arise for the company group in connection with the subscription and transfer of warrants.
The warrants fair market value, according to a preliminary valuation based on the market value of the underlying share of SEK 55.6, SEK 12.2 per warrant, assuming an exercise price of SEK 72.3 per share. The Black & Scholes valuation model has been used for the valuation, assuming a risk free interest rate of 2.5 percent and a volatility of 42 percent, taking into account that no dividends and other distributions to shareholders are expected during the period of the program.
Costs and effects on key figures
As the warrants are subscribed for and transferred at fair market value, it is the Company´s assessment that there will be no social fees for the Company as a result of the subscriptions and transfers. The costs will therefore consist only of minimal costs for the implementation and administration of Incentive program 2023/2026.
Dilution
The total number of registered shares and votes at the time of this proposal amount to 8,233,333. The maximum dilution of Incentive program 2023/2026 is estimated to be a maximum of approximately 1.32 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of Incentive program 2023/2026 plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 5.92 percent, assuming full subscription and exercise of all warrants offered and outstanding.
Other outstanding share based incentive programs
The Company has previously established four incentive programs, series 2022/2025, series 2021/2024:N1, series 2021/2024:N2 and series 2021/2024:S1., respectively. For more information, see the Company's annual report for 2021.
Majority requirements
A resolution in accordance with items 7 and 8 requires support by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
Number of shares and votes
The total number of shares in the Company as of the date hereof amounts to 8,233,333 shares, with a corresponding number of votes. The Company holds no own shares.
Further information
Copies of complete proposals, proxy forms, and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Neongatan 8, 431 53 Mölndal and at the Company's website www.flexqubegroup.com/, at least two (2) 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 annual 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.
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FlexQube AB (publ)
Mölndal in December 2022
The board of directors
About FlexQube
FlexQube is a technology company headquartered in Gothenburg, Sweden with subsidiaries in USA, Mexico, Germany and England. FlexQube offers solutions for cart-based material handling using a patented modular concept. FlexQube develops and designs customized solutions for both robotic and mechanical cart logistics. Through the own developed and unique automation concept FlexQube can offer robust and self-driving robotic carts. FlexQube has more than 900 customers in 36 countries with primary markets being North America and Europe.
FlexQube’s customers can be found within the manufacturing industry, distribution- and warehousing. We represent some of the most successful companies in the world with a significant share being represented on the Fortune 500 list. These companies exist within automotive, electric vehicle manufacturing, online retail, heavy-duty trucks, industrial automation and retail logistics.
For more information contact FlexQube CFO, Mikael Lindbäck
+46 76 104 1028
The share (FLEXQ) is traded on Nasdaq First North. FNCA Sweden AB is the Company's Certified Adviser. Read more at www.flexqube.com.