Shareholders can participate in the Annual General Meeting by attending the venue in person or by postal voting.
Right to participate in the Annual General Meeting and notice of participation
Participation in the Annual General Meeting at the venue
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must (i) be recorded as a shareholder in the share register maintained by
If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued. A proxy form is available on the company’s website, www.vimian.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the General Meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the company as set out above so that it is received no later than 21 May 2024.
Participation by postal voting
A shareholder who wishes to participate in the Annual General Meeting by postal voting must (i) be recorded as a shareholder in the share register maintained by
A shareholder who wishes to participate in the Annual General Meeting at the venue in person or represented by a proxy must give notice thereof in accordance with what is set out under Participation in the Annual General Meeting at the venue above. This means that a notification by postal vote is not sufficient for a person who wishes to participate at the venue.
A special form shall be used when postal voting. The postal voting form is available on the company’s website www.vimian.com. A completed and signed form may be submitted by post to ”Årsstämma”, c/o
If a shareholder votes by proxy, a written and dated proxy shall be enclosed to the postal voting form. A proxy form is available on the company’s website www.vimian.com. If the shareholder is a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. If a shareholder has voted in advance and then attends the Annual General Meeting in person or through a proxy, the postal vote is still valid except to the extent the shareholder participates in a voting procedure at the General Meeting or otherwise withdraws its casted postal vote. If the shareholder chooses to participate in a voting at the General Meeting, the vote cast will replace the postal vote with regard to the relevant item on the agenda.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register relating to the circumstances on
Proposed agenda
- Opening of the Annual General Meeting.
- Election of chairperson of the Annual General Meeting.
- Preparation and approval of the voting list.
- Approval of the agenda.
- Election of one or two persons who shall approve the minutes.
- Determination of whether the Annual General Meeting has been duly convened.
- Presentation by the CEO.
- Presentation of the annual report and the auditor’s report as well as the consolidated financial statements and the auditor’s report on the consolidated financial statements.
- Resolution regarding:
- Adoption of the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet;
- Allocation of the company’s profit or loss pursuant to the adopted balance sheet; and
- Discharge from liability of the board members and the CEO.
- Determination of the number of board members and auditors as well as deputy auditors.
- Determination of the fees to the Board of Directors and the auditors.
- Election of board members:
Robert Belkic (re-election);Theodor Bonnier (re-election);Gabriel Fitzgerald (re-election);Petra Rumpf (re-election);Frida Westerberg (re-election);Magnus Welander (new election); and- Chairman of the Board of Directors:
Magnus Welander (new election).
- Election of the auditor.
- Proposal regarding authorisation for the Board of Directors to resolve on new share issues.
- Proposal regarding a new incentive program in the form of employee stock options:
- Proposal regarding the adoption of LTI 2024; and
- Proposal regarding issue and transfer of warrants to secure delivery of shares pursuant to the terms and conditions of the employee stock options.
- Closing of the Annual General Meeting.
Proposed resolutions
Proposal regarding election of chairperson of the Annual General Meeting (item 2)
The nomination committee proposes that Linnéa Sellström, member of the
Proposal regarding resolution regarding allocation of the company’s profit or loss according to the approved balance sheet (item 9 (b))
The Board of Directors proposes that no dividend shall be paid for the financial year 2023.
Proposal regarding the number of board members and auditors as well as deputy auditors (item 10)
The nomination committee proposes that the number of board members elected by the Annual General Meeting shall be six, equivalent to a net reduction of one board member, without deputies.
The number of auditors is proposed to be one, without deputies.
Proposal regarding the fees to the Board of Directors and the auditors (item 11)
The nomination committee proposes that the fees to the Board of Directors amount to
The fees to the auditor is proposed to be paid in accordance with approved statement of costs.
Proposal regarding the election of the board members and chairman of the Board of Directors (item 12)
The nomination committee has been informed that
Furthermore,
Provided that the Annual General Meeting resolves in accordance with the proposal, the Board of Directors will after the election consist of
Information about the persons proposed by the nomination committee to be re-elected as board members is set forth in the company’s annual report as well as on the company’s website, www.vimian.com. Information concerning the proposed new board member
Information concerning the proposed new board member
Born: 1966.
Education: MSc Industrial Engineering & Management from
Principal work experiences: CEO of
Other current board assignments: Chairman of the Board in
Shareholding in the company: 73,630 ordinary shares, 0 class C shares.
Independent of:
The company and executive management: Yes.
Major shareholders: Yes.
Proposal regarding the election of auditor (item 13)
The nomination committee proposes that
Proposal regarding authorisation for the Board of Directors to resolve on new share issues (item 14)
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors to, up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders, resolve on the issue of new shares, comprising a total of not more than 20 per cent of the total number of outstanding shares in the company after the utilisation of the authorisation. Such share issue resolution may be made with or without provisions for contribution in kind, set-off or other conditions.
The purpose of the authorisation is to increase the financial flexibility of the company and the general scope of the Board of Directors. Should the Board of Directors resolve on an issue with deviation from the shareholders’ preferential rights, the reason therefore must be to strengthen the financial position of the company in a time and cost-effective manner or in accordance with a purchase agreement, or, alternatively, to procure capital for such acquisition. Upon such deviation from the shareholders’ preferential rights, the new issue shall be made at market terms and conditions.
Proposal regarding a new incentive program in the form of employee stock options (item 15)
The Board of Directors proposes that the Annual General Meeting resolves in accordance with the Board of Directors’ proposal to adopt a long-term employee stock option program for current and future key individuals employed within the
Proposal regarding the adoption of LTI 2024 (item 15(a))
The purpose of LTI 2024
The purpose of LTI 2024 is to enable to provide remuneration tied to Vimian’s long term value creation to current and future key individuals employed within the
By offering employee stock options based on the share price development, participants are rewarded for increased shareholder value. LTI 2024 also rewards employees’ continued loyalty and thus the long-term growth of the company.
Based on a review of employees’ tax situations in different jurisdictions, the Board of Directors considers that an employee stock option program is an appropriate way to achieve a competitive remuneration package in order to attract, retain and motivate internationally experienced employees. Further, the Board of Directors considers that an employee stock option program, whereby the employee stock options are received free of charge, is a suitable alternative this year to also enable inclusion of participants who, as a result of the recent inflation and interest rate developments, have difficulties in making major investments at the time of the introduction of the program. As of today, close to 100 employees have invested significant amounts in the outstanding (not yet exercised) programs. In light of these considerations, the Board of Directors considers that LTI 2024 will have a positive effect on the future development of the
The program in brief
LTI 2024 is an employee stock option program whereby employee stock options may be allotted to employees in
The Board of Directors therefore proposes that the Annual General Meeting resolves that not more than 5,250,000 employee stock options shall be allotted to the participants in LTI 2024 free of charge. To enable the company’s delivery of shares under LTI 2024, the Board of Directors proposes that the Annual General Meeting resolves to issue and transfer not more than 6,500,000 warrants. The issued warrants may, with deviation from the shareholders’ preferential rights, be subscribed for free of charge by
Below is a description of the terms and conditions for the employee stock options.
Employee stock options
The company will allot employee stock options to employees in
- The employee stock options will be allotted free of charge.
- Allotment requires that an acquisition of employee stock options can take place legally and that, according to the Board of Directors’ assessment, it can be carried out with reasonable administrative and financial efforts. The last day for allotment of employee stock options shall be
31 December 2024 . - Each employee stock option that is transferred entitles the holder to acquire one (1) ordinary share in
Vimian provided that the participant, with certain exceptions, is still employed within the group until the employee stock options can be exercised in accordance with its terms, at an exercise price corresponding to 139.4 per cent of the volume-weighted average price for the company’s share during the time period of five trading days immediately prior to the initial allotment of employee stock options to employees, rounded to the nearest fullten cents (Sw. öre) wherebyfive cents shall be rounded up. However, the exercise price shall not be less than the share’s quota value. The exercise price shall be subject to an annual step up of 10 per cent, which step up shall (i) be accrued daily on a linear basis as from the day before the initial allotment of employee stock options to employees, and (ii) be compounded annually on each anniversary of the date of the participants entering into an employee stock option agreement withVimian . - The employee stock options are vested over a period of approximately three years from the time when allotment to the participants has taken place and may be exercised by the holder to subscribe for shares during two periods: (i) during a period of 30 days after publication of the company's interim report for the period January -
March 2027 , and (ii) during a period of 30 days after publication of the company's interim report for the period January -September 2027 , respectively. - The employee stock options shall not constitute securities and may not be transferred or pledged.
Recalculation due to split, consolidation, new share issue, etc.
The exercise price and the number of shares that each employee stock option entitles to subscription for shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with market practice.
Design and administration
The Board of Directors, or a special committee set up by the board, shall be responsible for preparing the detailed design and administration of the terms and conditions of the LTI 2024, in accordance with the presented terms and guidelines including provisions on recalculation in the event of a split, consolidation, new share issue and paid dividends etc. in accordance with market practice. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the
Allocation of employee stock options
The right to receive employee stock options shall accrue to employees who have entered into an employee stock option agreement with
The right to be allotted employee stock options shall vest in the following categories of employees:
Category | Maximum number of persons within the category | Maximum number of employee stock options per person within the category | Maximum number of employee stock options within the category |
Category 1 (CEO) | 1 | 341,000 | 341,000 |
Category 2 (senior executives) | 9 | 160,000 | 1,033,600 |
Category 3 (other participants) | 150 | 110,000 | 3,875,400 |
The maximum number of employee stock options that can be acquired per person in accordance with the table above constitutes a cap per person and the number of employee stock options that each participant can acquire is limited both by the total maximum number of employee stock options that can be acquired in each category and the maximum number of employee stock options that can be acquired per participant in in the relevant category.
Impact on key figures and costs for the company etc.
The market value of the employee stock option amounts to, according to a preliminary valuation made based on a market value on the underlying share of
Costs related to the employee stock options are estimated to amount to approximately
LTI 2024 is expected to have a marginal impact on the company’s key ratios.
Dilution
Subject to certain recalculation conditions, the maximum number of shares that may be issued to participants under LTI 2024 is 5,250,000 and, in addition, a maximum of 1,250,000 shares may be issued in order to cover any social security costs due to LTI 2024, i.e. a maximum of 6,500,000 shares, which, based on the number of shares in
Delivery of shares pursuant to LTI 2024
In order to ensure delivery of shares in accordance with LTI 2024 and if necessary for hedging of social security costs, the Board of Directors proposes that the Annual General Meeting resolves on the issue and exercise of warrants in accordance with item 15(b).
Preparation of the proposal
The principles of LTI 2024 have been prepared by the Board of Directors of the company. The proposal has been prepared with the assistance of external advisors and after consultation with larger shareholders.
Other share-related incentive programs etc.
At the time of the notice for the General Meeting,
Proposal regarding issue and transfer of warrants to secure delivery of shares pursuant to the terms and conditions of the employee stock options (item 15(b))
The Board of Directors proposes that the company shall issue not more than 6,500,000 warrants to secure the delivery of shares pursuant to the terms and conditions of the employee stock options and for hedging of social security costs, entailing an increase of the share capital, at full exercise, of not more than
- The right to subscribe for warrants shall only vest with
Vimian , with the right and obligation to dispose of the warrants as described above, with regard to transfer to participants in LTI 2024, or a financial intermediary, upon exercise. - The warrants can be exercised for subscription of shares during two periods: (i) during a period of 30 days after publication of the company's interim report for the period January -
March 2027 , and (ii) during a period of 30 days after publication of the company's interim report for the period January -September 2027 , respectively. Each warrant entitles the holder to subscribe for one (1) ordinary share inVimian at a exercise price corresponding to 139.4 per cent of the volume-weighted average price for the company’s share during the time period of five trading days immediately preceding the initial allotment of employee stock options to employees participating in LTI 2024, rounded to the nearest fullten cents (Sw. öre) wherebyfive cents shall be rounded up. However, the exercise price shall not be less than the share’s quota value. The exercise price shall be subject to an annual step up of 10 per cent, which step up shall (i) be accrued daily on a linear basis as from the day before the initial allotment of employee stock options to employees participating in LTI 2024, and (ii) be compounded annually on each anniversary of the date of the LTI 2024-participants entering into an employee stock option agreement withVimian . The exercise price and the number of shares that each warrant entitles to subscription for shall be recalculated in the event of a split, consolidation, new share issue etc. in accordance with market practice. - Subscription of warrants shall be made on the subscription list until
15 June 2024 . The Board of Directors has the right to extend the subscription period. - The warrants shall in all other respects be governed by the terms and conditions set forth in the terms and conditions for the warrants.
The exercise price upon exercise of warrants and the number of shares to which each warrant provides an entitlement to subscribe may be adjusted in accordance with section 8 of the terms and conditions for warrants. The reason for the deviation from the shareholders’ pre-emptive rights is to implement an incentive program for employees in
Special majority requirements
A resolution in accordance with the proposal in item 14 above shall only be valid where supported by not less than two-thirds (2/3) of both votes cast and the shares represented at the Annual General Meeting. A resolution in accordance with the proposal in item 15(b) above shall only be valid where supported by not less than nine-tenths (9/10) of both votes cast and the shares represented at the Annual General Meeting.
Shareholders’ right to obtain information
Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending post to
Number of shares and votes
As of the date of this notice, there are 522,420,998 shares outstanding in
Authorisation
The CEO shall be authorised to make such minor adjustments to the resolutions of the Annual General Meeting that may be necessary in connection with the registration thereof.
Documentation etc.
The annual report and all other documentation for resolutions are available at the company’s office at Riddargatan 19, SE-114 57
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available on Euroclear’s website:
www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
The Board of Directors
© Modular Finance, source