The shareholders of LUXBRIGHT AB, reg. no. 556910-9837, (the "Company") are hereby invited to the extra general meeting on Friday 30 October 2020, at 09:00 in the conference room on level 5 in the Company's premises at Arvid Wallgrens Backe 20 in Gothenburg, Sweden.
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. 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:
Right to attend the extra general meeting and notification
Shareholders wishing to attend the extra general meeting must:
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 www.luxbright.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 Monday 26 October 2020. The completed and signed form shall be sent to the address stated under "Right to attend the extra general meeting and notification" above. A completed form may also be submitted electronically and is to be sent to www.luxbright.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.
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 cannot do so by video conference and must instead participate via proxy or vote in advance to utilize their voting rights. 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 29 October 2020.
Item 6: Resolution regarding incentive program 2020/2023
The board of directors the Company proposes that the extra general meeting resolves to issue a maximum of 830,000 warrants, which may result in a maximum total increase in the Company's share capital of SEK 103,750.00. The warrants shall entitle to subscription of new shares in the Company.
The following terms shall apply to the issuance:
The warrants may, with deviation from the shareholders' priority right, be subscribed for by senior executives and employees and key-persons of the Company and the group and the Company with the right and obligation to, at one or several occasions, transfer the warrants to senior executives, employees and key persons, who are or will become employed by the Company or within the company group, at a price that is not less than the fair market value of the warrant according to the Black & Scholes valuation model.
The warrants shall be subscribed for no later than on 30 November 2020 on a separate subscription list. The board of directors shall be entitled to extend the time for subscription.
The Company has the right to subscribe for warrants without consideration and senior executives, employees and key persons in the Company and the group have the right to subscribe for the warrants at a price that is not less than the fair market value.
The Company has the right to subscribe for the warrants which initially are not subscribed for by the current senior executives, employees and key persons that later may be offered to future (and those persons who have not subscribed for their full part) senior executives, employees and other key persons within the Company and the group.
If one or more senior executives, employees and other key persons do not acquire their full allotment or warrants, the Company may offer other current and future senior executives, employees and other key persons to acquire the remaining warrants. Such right shall, within the scope of the below proposed acquisition and allotment principles, primarily be given to current and future senior executives, secondarily to current and future employees, and thirdly to current and future key persons.
Current and future senior executives, employees and key persons within the Company and company group will within incentive program 2020/2023, be offered to subscribe for and acquire warrants, respectively, divided into three different categories as set out below:
Payment for subscribed warrants issued for payment shall be made in cash no later than on 31 December 2020, with a right for the board to extend the payment date.
Each warrant entitles to subscription of one new share in the Company at a price of SEK 3.60.
Subscription for new share by exercise of warrant shall be made annually during the period 15 February 2021 up to and including 28 February 2021, 15 February 2022 up to and including 28 February 2022 and 15 February 2023 up to and including 28 February 2023 and during the period 1 September 2023 up to and including 30 September 2023.
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 complete terms and conditions for the warrants are available at the Company and will be published on the Company’s website no later than two weeks before the general meeting, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.
The purpose of the issuance and the deviation from the shareholders priority right is, within the framework of an incentive program, to offer certain employees and key-persons ownership in the Company. The purpose is to create a common interest for the Company’s shareholders and employees and key-persons to work for and aim at the Company achieving the best development possible with respect to its business and value.
It is also proposed that the general meeting shall approve of subsequent transfers of warrants that are not subscribed for by the categories as set out above, to future senior executives, employees and other key persons within the Company and the company group, or in any other matter dispose of the warrants to fulfill the obligations under incentive program 2020/2023.
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.
A resolution in accordance with item 6 require support by shareholders holding not less than nine tenth of both the shares voted and of the shares represented at the general meeting.
Proxy form, advanced voting form and the complete proposals are available at least two weeks in advance of the extra general meeting at the Company at the address stated above and at the Company's website. All documents 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.
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Gothenburg in October 2020
The Board of Directors