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Notice to attend the annual general meeting in Speqta AB (Plc)

15 APRIL 2021

The shareholders of Speqta AB (publ), reg.no. 556710-8757 (the ”Company”), are hereby given notice to attend the Annual General Meeting on Tuesday 18 May 2021. In order to counteract the spreading of the corona virus, the board of directors of the Company has decided, in accordance with Sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations (Sw. lagen (2020:198) om tillfälliga undantag för att underlätta genomförandet av bolags- och föreningsstämmor), that the annual general meeting shall be held without the physical presence of shareholders, proxies or third parties and that the shareholders shall instead be provided the possibility to exercise their voting rights by postal voting.

Right to attend and notice of attendance
Shareholders wishing to exercise their voting rights at the general meeting shall:

  • both be registered in the share register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository) as of the record date on Friday 7, May 2021, and
  • have given notice of attendance at the general meeting by having cast a postal vote in accordance with the instructions set out under the heading Postal voting below, in such time that the postal vote is received by the Company no later than on Monday, 17 May 2021.

Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the meeting, register their shares in their own name (so-called "voting registration") in the share register kept by Euroclear Sweden AB. Such voting registration, which is temporary, must be duly effected no later than Tuesday, 11 May 2021, which means that the shareholder must ask their nominee to effectuate the voting registration well in advance of said date.

Postal voting
The board of directors of the company has decided, in accordance with Sections 20 and 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations, that the general meeting shall be held without the physical presence of shareholders, proxies or third parties and that the shareholders shall instead be provided the possibility to exercise their voting rights by postal voting. Postal voting form will be available on the Company’s website www.speqta.com and at the Company’s office during a period of at least three weeks immediately prior to the annual general meeting.

To exercise its voting rights by postal voting, a shareholder must no later than Monday, 17 May 2021 have cast its postal vote in accordance with one of the following alternatives:

  • Voting by e-mail: Postal voting can be made completing and sign the form for postal voting provided by the Company, and submit the form by e-mail to the following e-mail address: bolagsstamma@speqta.com.
  • Voting by ordinary post: Postal voting can be made by completing and sign the form for postal voting provided by the Company, and submit the form by regular postal mail to the following address: Speqta AB (publ), Att: Årsstämma, Regeringsgatan 29, 111 53 Stockholm.

If a shareholder submits its postal vote by proxy, a power of attorney must be attached to the postal voting form. Such power of attorney must be in writing, dated and signed and may not have been issued more than one year prior to the day of the general meeting, unless a longer period of validity has been stated in the power of attorney (however a maximum of five years). If the power of attorney is issued by a legal entity, a copy of the entity’s certificate of registration or, should no such document exist, a corresponding document of authority must be attached to the postal voting form. Postal voting form will be available on the Company’s website www.speqta.com and at the Company’s office during a period of at least three weeks immediately prior to the annual general meeting.

Shareholders may not set any specific instructions or conditions to its postal vote. In such case, the postal vote will be deemed invalid (in its entirety). Only one postal voting form per shareholder will be considered. If more than one form is submitted, only the most recently dated form will be considered. If two forms are dated as of the same date, only the form most recently received by the company will be considered.

Postal votes may be withdrawn up to and including Monday, 17 May 2021 by sending an e-mail to bolagsstamma@speqta.com.

A resolution on an item will be deferred to a continued general meeting if the general meeting resolves in favor for it, or if shareholders representing at least one-tenth of all shares in the Company make such request. If this takes place, the board of directors shall resolve upon a date and time for such continued general meeting, and such meeting may not be held solely by postal voting.

Further instructions and conditions for postal voting are included in the postal voting form.

For further information concerning how your personal data is processed in the postal voting form, please refer to https://speqta.com/privacy.

Proposed agenda

  1. Opening of the general meeting
  2. Election of chairman of the meeting
  3. Preparation and approval of the voting list
  4. Election of one or two people to verify the minutes
  5. Determination of whether the meeting has been duly convened
  6. Approval of the proposed agenda
  7. Presentation of the annual report, auditor’s report, consolidated accounts and the consolidated audit report
  8. Resolution regarding:
  1. the approval of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet
  2. the allocation of the Company’s profit in accordance with the adopted balance sheet
  3. discharge from liability for the members of the board of directors and the chief executive officer
  1. Determination of the number of board members and auditors to be elected by the meeting
  2. Approval of the remuneration to the board of directors and auditors
  3. Election of members of the board of directors and auditor
  4. Resolution on the implementation of Incentive Program 2021/2024 A by a) issue of warrants to the subsidiary Mytaste Brands AB and b) approval of transfer of warrants to certain elected members of the board of directors
  5. Resolution on the implementation of Incentive Program 2021/2024 B by a) issue of warrants to the subsidiary Mytaste Brands AB and b) approval of transfer of warrants to members of the group management, other members of executive management and key employees
  6. Resolution regarding authorization for the board of directors to resolve on new issue of shares and issue of warrants and/or convertibles
  7. Closing the meeting

Resolutions proposed by the nomination committee
The nomination committee, which prior to the annual general meeting comprises of Jari Piiponniemi (appointed by Toni Heikkonen), Mikael Riese Harstad, (chairman and appointed by André Lavold), Jonas Söderqvist (own holding), and Fredrik Burvall (chairman of the board of directors) have proposed the following resolutions in relation to items 2 and 9–11 of the above proposed agenda.

Item 2. Election of a chairman of the meeting

The nomination committee proposes that the lawyer Pekka Frölander from Advokatfirman Delphi is elected as chairman of the annual general meeting.

Item 9. Approval of the number of board members and auditors to be elected by the meeting

The board of directors is currently composed of six (6) ordinary board members without deputies. The nomination committee proposes that the board of directors shall be composed of six (6) ordinary board members without deputies for the period until the end of the next annual general meeting.

The Company currently has one (1) auditor (a registered public accounting firm) without any deputy auditor. The nomination committee proposes that the Company for the period until the end of the next annual general meeting shall continue with one (1) auditor without any deputy auditor.

Item 10. Approval of remuneration to the board of directors and auditors

The nomination committee proposes that remuneration to the board of directors shall be SEK 530,000 to be distributed as follows: the chairman of the board of directors is entitled to remuneration of SEK 130,000 and other members of the board of directors is entitled to remuneration of SEK 80,000 per board member. Remuneration for work in the audit committee shall be SEK 35,000 to the chairman and SEK 25,000 to each of the other members of the committee. Remuneration for work in the remuneration committee shall be SEK 30,000 to the chairman and SEK 20,000 to each of the other members of the committee. The nomination committee’s proposal entails unchanged remunerations to the chairman of the board of directors, other members of the board of directors and to the board of directors’ committees.

The nomination committee further proposes that remuneration to the Company’s auditor shall be paid according to approved invoice.

Item 11. Election of members of the board of directors and auditor

The nomination committee proposes that the general meeting, for the period until the end of the next annual general meeting, re-elect the current board members Andereas Friis, Fredrik Burvall, Andre Lavold, Pär Sundberg and Lisa Gunnarsson. The nomination committee further proposes election of Jari Piiponniemi as new ordinary board member and re-election of Fredrik Burvall as chairman of the board of directors for the period until the end of the next annual general meeting. The current board member, Patrik Christensen, has declined re-election.

The nomination committee proposes re-election of the registered public accounting firm PricewaterhouseCoopers AB as auditor of the Company for the period until the end of the next annual general meeting. PricewaterhouseCoopers AB has informed that, should PricewaterhouseCoopers AB be re-elected as the auditor, Niklas Renström will continue as auditor-in-charge. The nomination committee’s proposal is in accordance with recommendation of the audit committee.

For a presentation of the other proposed board members, please refer to the Company's website www.speqta.com.

About Jari Piiponniemi
Jari Piiponniemi has extensive experience within e-commerce and digital marketing and is currently acting as CEO of the digital marketing company ePrice Oy. Jari has also worked for five years as partner of Deloitte and he has been active within the financial sector as CEO and partner of companies such as Evli Bank and Accuro Oy. Jari expects to contribute with strategic knowledge and sectorial expertise from the Finnish e-commerce sector.

Resolutions proposed by the board of directors
Item 3. Preparation and approval of the voting list

The voting list proposed to be approved is the voting list prepared by the Company, based on the register of shareholders for the general meeting and postal votes received. The voting list will also be verified by the person(s) approving the minutes of the meeting.

Item 4. Preparation and approval of the voting list
The board of directors proposes that one person is appointed and that Mikael Riise Harstad, or if he is prevented from participating, the person(s) appointed by the board of directors, is appointed to approve the minutes of the meeting. The task of approving the minutes of the general meeting also includes verifying the voting list and that the postal votes received are correctly presented in the minutes of the general meeting.

Item 8 b). Resolution regarding allocation of the Company’s profit according to the adopted balance sheet. 
The board of directors proposes that no dividends are distributed for the financial year 2020 and that the funds available shall be carried forward to new account.

Item 14. Resolution regarding authorization for the board of directors to resolve on new issue of shares and issue of warrants and/or convertibles
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to resolve, for the period until the end of the next annual general meeting, at one or more occasions, with or without deviation from the shareholders’ preferential rights, to issue new shares, warrants and/or convertibles for cash payment and/or with provision of non-cash consideration or set-off or otherwise with a condition.

The purpose of the authorization and the reason for the deviation from the shareholders’ preferential rights is to facilitate the raising of capital for expansion through corporate acquisitions or acquisitions of business assets and for the Company’s business as well as the adjustment of the Company’s capital and/or ownership structure. In addition, the purpose of the authorization is also to enable the Company to pay any additional purchase price, in a time-efficient manner, related to previous executed acquisitions and which shall be paid through issuance of shares in the Company. To the extent issuance is made with deviation from the shareholders’ preferential rights, such issuance shall be made at market conditions.

Upon exercise of this authorisation to carry out new issue of shares for the purpose to pay additional purchase price related to the acquisition made no later than as of the publication date of this resolution proposal and which shall be paid through issuance of shares in the Company, the increase of the share capital and number of shares in the Company shall not be limited otherwise than the limits for the share capital and number of shares set out in the articles of association, as adopted from time to time. For other issuance made under this authorization, shall, however, neither the share capital nor the number of additional shares, or shares that may be added by exercising issued warrants and/or convertibles, generate a dilution exceeding 20 percent of the share capital and number of shares based on the share capital and number of shares in the Company as of the date of the annual general meeting 2021.

The board of directors as well as the CEO shall be authorised to make such minor adjustments to the resolution as may be required in connection with the registration with the Swedish Companies Registration Office.

For the present resolution to be valid it is required that the proposal is approved by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the general meeting.

Major shareholders’ resolution proposal
Item 12. Resolution on the implementation of Incentive Program 2021/2024 A by a) issue of warrants to the subsidiary Mytaste Brands AB and b) approval of transfer of warrants to certain elected members of the board of directors.

It is proposed that the annual general meeting resolves to implement a long-term incentive program (”Incentive Program 2021/2024 A”) for certain elected members of the board of directors (“Members of the Board of Directors”). The proposal to implement an incentive program has been proposed, since the Major Shareholders deem it essential and are in line with all shareholders’ interests to create a greater participatory interest for Members of the Board of Directors in the Company in regards of the Company’s development.

In the light of the above, shareholders that together represent approximately 42.70 percent of the shares and votes of the Company  (the “Major Shareholders”) propose that the general meeting resolves to implement the Incentive Program 2021/2024 A and resolves to issue warrants in accordance with the following and that the general meeting resolves on approval of transfer of the warrants.

The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights belong to the wholly-owned subsidiary, Mytaste Brands AB, reg.no. 556760-1926 (the “Subsidiary”). The warrants will be issued without consideration. The right to subscribe for warrants shall only vest the Subsidiary, with the right and obligation for the subsidiary to extend an offer for the Members of the Board of Directors to, for consideration, acquire the warrants on the terms set out below.

The maximum number of new shares will correspond to not more than 300,000 equivalent to approximately 0.46 percent of the total number of shares in the Company as of the date of this proposal, provided that all issued warrants are acquired by the Members of the Board of Directors and provided full utilization of all acquired warrants.

  1. Issue of warrants to the Subsidiary

The issue of warrants, which include not more than 300,000 warrants of series 2021/2024 A shall be made, with deviation from the shareholders’ preferential rights, whereby the Company’s share capital will be increased by not more than SEK 150,000 at full subscription (provided current quota value and that no re-calculation has been made) in accordance with the following terms.

  1. The right to subscribe for warrants shall, with deviation from the shareholders’ preferential rights, belong to the wholly-owned Subsidiary who shall transfer the warrants to the Members of the Board of Directors according to section B below.
  2. The reasons for the deviation from the shareholders’ preferential rights is to implement an incentive program whereby the Members of the Board of Directors, through their own investment, shall take part in and aim towards a positive development of the Company during the entire period which the proposed incentive program covers, and that the Company shall be able to retain a skilled and dedicated board of directors.
  3. The warrants are issued to the Subsidiary without consideration.
  4. The subscription for the warrants shall be made during the period up to and including 18 June 2021.
  5. Subscription for shares through exercise of the warrants shall be made from the period commencing on 26 June 2024 up to and including 26 September 2024, with regard to, at each time, applicable insider legislation.
  6. Each warrant entitles the holder to subscribe for one (1) share in the Company at an exercise price corresponding to 150 percent of the volume-weighted average price for the Company’s share on Nasdaq First North Growth Market during the period commencing on 19 May 2021 up to and including 1 June 2021 (however, the exercise price may not be less than the share’s quota value). Day without price quotation shall not be included in the assessment. Potential share premium, if applicable, shall be allocated to the free share premium reserve.
  7. Warrants held by the Subsidiary and which have not been transferred in accordance with item B below, may be cancelled by the Company following a decision by the board of directors for the Subsidiary. Cancelation must be reported to the Swedish Companies Registration Office.
  8. In order to fulfil the obligations under the Incentive Program 2021/2024 A the Major Shareholders propose that the general meeting approves that the Subsidiary may dispose of and transfer the warrants to the Members of the Board of Directors according to item B below.
  9. Customary re-calculation terms shall apply for the warrants.

The board of directors as well as the CEO shall be authorised to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.

  1. Approval of transfer of warrants to the Members of the Board of Directors
  1. The right to acquire warrants

The right to acquire warrants require that the Members of the Board of Directors enter into a post-sale purchase right agreement etc. with the Company and/or the Subsidiary. The warrants are otherwise freely transferable. The following distribution applies for the allotment of warrants to the Members of the Board of Directors.

Members of the Board of Directors Maximum number of warrants
Lisa Gunnarsson 100,000 warrants
Pär Sundberg 100,000 warrants
Fredrik Burvall 100,000 warrants

Allotment of warrants requires that acquisition of warrants is legally possible and that acquisitions can be made at reasonable administrative and financial efforts.

The Company’s other members of board of directors are not covered by the Incentive Program 2021/2024 A.

  1. Period of application

An application to acquire warrants shall be made no later than 25 June 2021.

  1. Application and allotment

The individuals entitled to acquire warrants are enabled to apply for warrants in lots equivalent to the maximum number of warrants that are offered or reduced by lots of 1,000 warrants. Allotment shall be made in full lots of 1,000 warrants.

  1. Price and payment etc.

The warrants shall be acquired at market terms and at a price which is established by assessed market value for the warrants applying the Black & Scholes valuation model (the “Warrant Premium”) calculated by an independent appraiser. Warrant Premium is established on the day of transfer of warrants from the Subsidiary to the Members of the Board of Directors.

The allotted warrants shall be paid for in cash in connection with the transfer of the warrants.

  1. Terms and conditions for allotment of warrants etc.

Since the warrants will be acquired by the Members of the Board of Directors to assessed market value, no performance conditions will apply for the allotment or the right to retain or exercise the warrants. As mentioned, the right to acquire the warrants, is conditional upon that the Members of the Board of Directors enter into agreement regarding the post-sale purchase right etc. with the Company and/or the Subsidiary.

  1. Further information about the issue and the transfer etc.
  1. Dilution

Upon exercise of all warrants in the Incentive Program 2021/2024 A up to 300,000 shares (with reservation for any re-calculation), may be issued, which corresponds to a dilution of approximately 0.45 percent. The calculation is based on the maximum number of shares and votes which can be issued divided with the total number of shares and votes after such issue, on the basis of the total number of outstanding shares and votes of the Company as of the date of this proposal. Upon full exercise of the warrants, the Company’s share capital will increase with SEK 150,000.

Upon exercise of all warrants in the Incentive Program 2021/2024 A in accordance with this proposal, and full utilization of all 1,150,000 warrants in the Incentive Program 2021/2024 B for members of the group management and key employees as proposed by the Major Shareholders in accordance with separate proposal for resolution for the annual general meeting, up to 1,450,000 shares (with reservation for any re-calculation) may be issued, which corresponds to a dilution of approximately 2.15 percent.

The dilution calculation above is based on the maximum number of shares and votes which can be issued divided with the total number of shares and votes after such issue, on the basis of the total number of outstanding shares and votes of the Company as of the date of this proposal.

  1. Calculation of the market value

According to a preliminary valuation made by an independent appraiser for the statement of this proposal, the Warrant Premium per warrant is estimated to SEK 1.36, assuming (i) that the volume-weighted average price paid during the period from and including 19 May 2021 up to and including 1 June 2021 (according to the official price list on Nasdaq First North Growth Market, where the company’s shares are listed) of a share in the Company will amount to SEK six (6), (ii) that the subscription price per share upon exercise for warrants amounts to SEK nine (9), (iii) that the warrants are transferred to the Members of the Board of Directors around 2 June 2021, (iv) an assessed future volatility during the term of the warrants corresponds to 50 percent, (v) an assessed risk-free interest during the term of the warrants corresponds to -0.27 percent and (vi) that no dividend will be paid during the term of the warrants.

  1. Costs for the Company and effect on key ratios etc.

The incentive program is expected to have a marginal effect on the Company’s earnings per share. Given that the warrants shall be transferred at a price corresponding to the market value of the warrants, the Company’s assessment is that no particular social security costs will arise for the Company due to the Incentive Program 2021/2024 A.

The total costs, including other expenses for the Incentive Program 2021/2024 A related to fees to external advisors, valuation, own work and for administration of the program, are estimated to amount to approximately SEK 100,000 during the term of the incentive program.

  1. Preparation of the matter

The principles of Incentive Program 2021/2024 A have been prepared by the Major Shareholders in consultation with external advisors. The Major Shareholders have thereafter decided to present the proposal for the annual general meeting. Except for the individuals that have prepared the matter according to the instructions from the Major Shareholders, no member of the board of directors which could be included in the incentive program have taken part in the drawing up of the terms and conditions of the program.

  1. Outstanding programs

The Company has implemented two share-based incentive program, Incentive Program 2019/2022 C and Incentive Program 2019/2022 D. Incentive Program 2019/2022 C was resolved at the extraordinary general meeting on the 13 August 2019 in accordance with the major shareholders’ proposal. The program is for certain board members and consists of 240,000 warrants, whereof each warrant entitles the right to subscribe for one new share in the Company, with a term of three (3) years. The exercise price through subscription for shares by exercise of the warrants amount to SEK 11.47. Incentive Program 2019/2022 D was also resolved at the extraordinary general meeting on the 13 August 2019 in accordance with the major shareholders’ proposal. The program is for current and future members of the group management and key employees and consist of 420,000 warrants, whereof each warrant entitles the right to subscribe for one new share in the Company, with a term of three (3) years. The exercise price through subscription for shares by exercise of the warrants amount to SEK 11.47.

Total dilution for the Incentive Program 2019/2022 C and Incentive Program 2019/2022 D correspond to approximately 0.99 percent. Total dilution for the Incentive Program 2021/2024 A, as now proposed, together with the outstanding incentive programs Incentive Program 2019/2022 C and Incentive Program 2019/2022 D, and Incentive Program 2021/2024 B as proposed by the Major Shareholders in accordance with separate proposal for resolution correspond to approximately 3.10 percent. The calculations have been based on the number of shares and votes which may be issued, divided by the total number of shares and votes of the Company after such issues, based on the total number of outstanding shares and votes as of the date of this proposal.

  1. Specific majority requirements

Valid resolutions in accordance with items a) and b) requires that the proposals are supported by shareholders representing at least nine-tenth (9/10) of the votes cast as well as of all shares represented at the meeting.

Item 13. Resolution on the implementation of Incentive Program 2021/2024 B by a) issue of warrants to the subsidiary Mytaste Brands AB and b) approval of transfer of warrants to members of the group management, other members of executive management and key employees.

It is proposed that the annual general meeting resolves to implement a long-term incentive program (”Incentive Program 2021/2024 B”) for current and future members of the group management and key employees (the “Participants”). The proposal to implement an incentive program has been put forward, since the Major Shareholders deem it essential and are in line with all shareholders’ interests to create a greater participatory interest for Participant in the Company in regards of the Company’s development.

In the light of the above, shareholders that together represent approximately 42.70 percent of the shares and votes of the Company  (the “Major Shareholders”) propose that the general meeting resolves to implement the Incentive Program 2021/2024 B and resolves to issue warrants in accordance to the following and that the general meeting resolves on approval of transfer of the warrants.

The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights belong to the wholly-owned subsidiary, Mytaste Brands AB, reg.no. 556760-1926 (the “Subsidiary”). The warrants will be issued without consideration. The right to subscribe for warrants shall only vest in the Subsidiary, with the right and obligation for the subsidiary to extend an offer for the Participants to, for consideration, acquire the warrants on the terms set out below.

The maximum number of new shares will correspond to not more than 1,150,000 equivalent to approximately 1.74 percent of the total number of shares in the Company as of the date of this proposal, provided that all issued warrants are acquired by the Participants and provided full utilization of all acquired warrants.

  1. Issue of warrants to the Subsidiary

The issue of warrants, which include not more than 1,150,000 warrants of series 2021/2024 B shall be made, with deviation from the shareholders’ preferential rights, whereby the Company’s share capital will be increased by not more than SEK 575,000 at full subscription (provided current quota value and that no re-calculation has been made) in accordance with the following terms.

  1. The right to subscribe for warrants shall, with deviation from the shareholders’ preferential rights, belong to the wholly-owned Subsidiary who shall transfer the warrants to the Participants according to section B below.
  2. The reasons for the deviation from the shareholders’ preferential rights is to implement an incentive program whereby the Participants, through their own investment, shall take part in and aim towards a positive development of the Company during the entire period which the proposed incentive program covers, and that the Company shall be able to retain skilled and dedicated staff.
  3. The warrants are issued to the Subsidiary without consideration.
  4. The subscription for the warrants by the Subsidiary shall be made during the period up to and including 18 June 2021. The board of directors is entitled to extend the subscription period.
  5. Subscription for shares through exercise of the warrants shall be made from the period commencing on 26 June 2024 up to and including 26 September 2024, with regard to, at each time, applicable insider legislation.
  6. Each warrant entitles the holder to subscribe for one (1) share in the Company at an exercise price corresponding to 150 percent of the volume-weighted average price for the Company’s share on Nasdaq First North Growth Market during the period commencing on 19 May 2021 up to and including 1 June 2021 (however, the exercise price may not be less than the share’s quota value). Day without price quotation shall not be included in the assessment. Potential share premium, if applicable, shall be allocated to the free share premium reserve.
  7. Warrants held by the Subsidiary and which have not been transferred in accordance with item B below, may be cancelled by the Company following a decision by the board of directors for the Subsidiary. Cancelation must be reported to the Swedish Companies Registration Office.
  8. In order to fulfil the obligations under the Incentive Program 2021/2024 B the Major Shareholders propose that the general meeting approves that the Subsidiary may dispose of and transfer the warrants to the Participants according to item B below.
  9. Customary re-calculation terms shall apply for the warrants.

The board of directors as well as the CEO shall be authorised to make such minor adjustments to the resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.

  1. Approval of transfer of warrants to the Participants
  1. The right to acquire warrants

The Participants’ right to acquire warrants have been differentiated with reference to position, responsibility and working performance in the Company.

The right to receive warrants requires that the Participants enter into a post-sale purchase right agreement etc. with the Company and/or Subsidiaries. The warrants are otherwise freely transferable. The following distribution applies for the allotment of warrants for the Participants.

CategoryMaximum number of ParticipantsMaximum number of warrants per ParticipantMaximum number of warrants in category
CEO/group CEOOne (1) person250,000 warrants250,000 warrants
Other members of the group management and other members of executive managementThree (3) persons200,000 warrants600,00 warrants
Other key employeesFive (5) persons200,000 warrants300,000 warrants
TotalNine (9) persons -1,150,000 warrants

Allotment of warrants requires that acquisition of warrants is legally possible and that acquisitions can be made at reasonable administrative and financial efforts.

The Company’s board of directors are not covered by the Incentive Program 2021/2024 B.

  1. Period of application

An application to acquire warrants shall be made during the period commencing on 2 June 2021 up to and including 6 June 2021. The board of directors is, however, entitled to extend or postpone the period of application to acquire warrants, however, no later than up to and including 25 June 2021.

  1. Application and allotment

The individuals entitled to acquire warrants are enabled to apply for warrants in lots equivalent to the maximum number of warrants that are offered or reduced by lots of 1,000 warrants. Allotment shall be made in full lots of 1,000 warrants.

  1. Price and payment etc.

The warrants shall be transferred at market terms and at a price which is established by assessed market value for the warrants applying the Black & Scholes valuation model (the “Warrant Premium”) calculated by an independent appraiser. The Warrant Premium is established on the day of transfer of warrants from the Subsidiary to the Participants.

The allotted warrants shall be paid for in cash in connection with the transfer of the warrants.

  1. Terms and conditions for allotment of warrants etc.

Since the warrants will be acquired by the Participants to assessed market value, no performance conditions will apply for the allotment or the right to retain or exercise the warrants. As mentioned, the right to acquire the warrants is conditional upon that the Participants enter into agreement regarding the post-sale purchase right etc. with the Company and/or the Subsidiary.

  1. Further information about the issue and the transfer etc.
  1. Dilution

Upon exercise of all warrants in the Incentive Program 2021/2024 B up to 1,150,000 shares (with reservation for any re-calculation) may be issued, which corresponds to a dilution of approximately 1.71 percent. The calculation is based on the maximum number of shares and votes which can be issued divided with the total number of shares and votes after such issue, on the basis of the total number of outstanding shares and votes of the Company as of the date of this proposal. Upon full exercise of the warrants, the Company’s share capital will increase with SEK 575,000.

Upon exercise of all warrants in the Incentive Program 2021/2024 B in accordance with this proposal and at full utilization of all 300,000 warrants in the Incentive Program 2021/2024 A for certain Members of the board of directors as proposed by the Major Shareholders in accordance with separate proposal for resolution for the annual general meeting, up to 1,450,000 shares (with reservation for any re-calculation), may be issued, which corresponds to a dilution of approximately 2.15 percent.

The dilution calculation above is based on the maximum number of shares and votes which can be issued divided with the total number of shares and votes after such issue, on the basis of the total number of outstanding shares and votes of the Company as of the date of this proposal.

  1. Calculation of the market value

According to a preliminary valuation made by an independent appraiser for the statement of this proposal, the Warrant Premium per warrant is estimated to SEK 1.36, assuming (i) that the volume-weighted average price paid during the period from and including 19 May 2021 up to and including 1 June 2021 (according to the official price list on Nasdaq First North Growth Market, where the company’s shares are listed) of a share in the Company will amount to SEK six (6), (ii) that the subscription price per share upon exercise for warrants amounts to SEK nine (9), (iii) that the warrants are transferred to the Participants around 2 June 2021, (iv) an assessed future volatility during the term of the warrants corresponds to 50 percent, (v) an assessed risk-free interest during the term of the warrants corresponds to -0.27 percent and (vi) that no dividend will be paid during the term of the warrants.

  1. Costs for the Company and effect on key ratios etc.

The incentive program is expected to have a marginal effect on the Company’s earnings per share. Given that the warrants shall be transferred at a price corresponding to the market value of the warrants, the Company’s assessment is that no particular social security costs will arise for the Company due to the Incentive Program 2021/2024 B.

The total costs, including other expenses for the Incentive Program 2021/2024 B related to fees to external advisors, valuation, own work and for administration of the program, are estimated to amount to approximately SEK 100,000 during the term of the incentive program.

  1. Preparation of the matter

The principles of the Incentive Program 2021/2024 B have been prepared by the Major Shareholders in consultation with external advisors. The Major Shareholders have thereafter decided to present the proposal for the annual general meeting. Except for the individuals that have prepared the matter according to the instructions from the Major Shareholders, no employee which could be included in the incentive program have taken part in the drawing up of the terms and conditions of the program.

  1. Outstanding Programs

The Company has implemented two share-based incentive program, Incentive Program 2019/2022 C and Incentive Program 2019/2022 D. Incentive Program 2019/2022 C was resolved at the extraordinary general meeting on the 13 August 2019 in accordance with the major shareholders’ proposal. The program is for certain board members and consists of 240,000 warrants, whereof each warrant entitles the right to subscribe for one new share in the Company, with a term of three (3) years. The exercise price through subscription for shares by exercise of the warrants amount to SEK 11.47. Incentive Program 2019/2022 D was also resolved at the extraordinary general meeting on the 13 August 2019 in accordance with the major shareholders’ proposal. The program is for current and future members of the group management and key employees and consist of 420,000 warrants, whereof each warrant entitles the right to subscribe for one new share in the Company, with a term of three (3) years. The exercise price through subscription for shares by exercise of the warrants amount to SEK 11.47.

Total dilution for the Incentive Program 2019/2022 C and Incentive Program 2019/2022 D correspond to approximately 0.99 percent. Total dilution for the Incentive Program 2021/2024 B, as now proposed, together with the outstanding incentive programs Incentive Program 2019/2022 C and Incentive Program 2019/2022 D, and Incentive Program 2021/2024 A as proposed by the Major Shareholders in accordance with separate proposal for resolution correspond to approximately 3.10 percent. The calculations have been based on the number of shares and votes which may be issued, divided by the total number of shares and votes of the Company after such issues, based on the total number of outstanding shares and votes as of the date of this proposal.

  1. Specific majority requirements

Valid resolutions in accordance with items a) and b) requires that the proposals are supported by shareholders representing at least nine-tenth (9/10) of the votes cast as well as of all shares represented at the meeting.

Shareholders right to demand information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the Company, at the general meeting provide information regarding circumstances that may affect the assessment of a matter on the agenda and circumstances that may affect the assessment of the Company’s financial situation. Such duty to provide information also comprises the Company’s relation to another group company, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence. Since the general meeting will be conducted without the physical presence of shareholders, proxies or assistants, a shareholder shall request such information in writing by regular postal mail to Speqta AB (publ), Att: Årsstämma, Regeringsgatan 29, 111 53 Stockholm or by e-mail to bolagsstamma@speqta.com. Such request for information shall be made available for the Company no later than on Monday, 10 May 2021. If so requested and the board of directors deems that the information can be made available without significant harm to the Company, the information will be made available at the Company’s offices and the Company’s website www.speqta.com no later than Thursday, 13 May 2021. The information will also be sent by regular postal mail or by e-mail to the shareholders who requested the information and to other shareholders who so requests and who provides their address or e-mail address.

Other
The annual report and the auditor’s report will be made available at latest three weeks prior to the general meeting and the board of directors’ and major shareholders’ complete proposals will be made at latest two weeks prior to the general meeting. The documentation will also be made available on the Company's website www.speqta.com and at the Company’s office with the address Regeringsgatan 29 in Stockholm. The documentation will also be sent free of charge to the shareholders who so request and who provide their postal address. In addition, the nomination committee's complete proposals for resolutions and reasoned statement and other documents for the annual general meeting are available on the Company's website.

Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.


Stockholm, April 2021
Speqta AB (plc)
The board of directors

Documents