GOTHENBURG, Sweden, April 16, 2025 /PRNewswire/ -- The shareholders of Minesto AB (publ), reg. no. 556719-4914, ("Minesto" or the "Company") are hereby given notice to attend the Annual General Meeting on Thursday 22 May 2025 at 10.00 a.m. at Hotel Riverton, Stora Badhusgatan 26 in Gothenburg. Registration for the general meeting begins at 9.30 a.m.
Exercise of voting rights at the general meeting
Shareholders who wish to participate at the Annual General Meeting must:
- be entered in the share register kept by Euroclear Sweden AB as per Wednesday 14 May 2025, and, if the shares are nominee-registered, request that the nominee register the voting rights no later than Friday 16 May 2025, and
- have notified their intention to participate at the Annual General Meeting to the Company in accordance with the instructions under the heading "Registration of personal participation or participation by proxy", in such time that the notification is received by the Company no later than Friday 16 May 2025.
Registration for participation in person or participation by proxy
Shareholders wishing to attend the Annual General Meeting in person or by proxy shall notify the Company no later than Friday 16 May 2025 either:
- by e-mail to ir@minesto.com, or
- by post to Minesto AB, J A Wettergrens Gata 14, 421 30 Västra Frölunda, Sweden (mark the envelope "Annual General Meeting 2025").
The notification must state the name or company name, personal identification number or corporate registration number, address, telephone number as well as, where applicable, the number of assistants (maximum two).
Anyone who does not wish to attend in person may exercise their right at the Annual General Meeting by proxy with a written, signed, and dated power of attorney. If the power of attorney has been issued by a legal entity, a copy of certificate of registration or equivalent document of authorisation for the legal entity must be attached.
To facilitate access to the Annual General Meeting powers of attorney, certificates of registration and other authorisation documents should be received by the Company at the address Minesto AB, J A Wettergrens Gata 14, 421 30 Västra Frölunda, Sweden (mark the envelope "Annual General Meeting 2025") well in advance of the Annual General Meeting and preferably no later than Friday 16 May 2025.
Please note that the notification of participation at the Annual General Meeting shall take place even if a shareholder wishes to exercise its rights at the Annual General Meeting by proxy. Submission of power of attorney will not constitute a valid notification to the Annual General Meeting.
A proxy form will be available on the Company's website, www.minesto.com.
Nominee registered shares
To be entitled to participate at the Annual General Meeting, shareholders who have caused their shares to be registered with a nominee must request that they be temporarily registered in their own name in the shareholders' register maintained by Euroclear Sweden AB. The shareholder should provide notice to the nominee thereof in due time so that entry in the share register has taken place on Friday 16 May 2025.
Business
Proposed agenda:
- Opening of the general meeting;
- Election of chairperson of the general meeting;
- Preparation and approval of the voting register;
- Election of one or two persons to verify the minutes;
- Determination of whether the general meeting has been duly convened;
- Approval of the agenda;
- Presentation by the CEO;
- Presentation of the annual report and the auditor's report for the company and the group;
- Resolutions regarding:
- adoption of the income statement and balance sheet for the company and the group;
- allocation of the company's results according to the adopted balance sheet;
- discharge from liability for the directors and the CEO;
- Jonas Millqvist (chairperson of the Board of Directors);
- Bengt Adolfsson (director);
- Göran Linder (director);
- Joel Lybert (director);
- Git Sturesjö Adolfsson (director);
- Martin Edlund (director, CEO);
- Andreas Gunnarsson (deputy director);
- Resolution regarding determination of the number of directors and deputy directors;
- Resolution regarding determination of the fees payable to the directors and the auditors;
- Election of the Board of Directors;
Proposal of the Nomination Committee:- Martin Edlund (director - re-election);
- Göran Linder (director - re-election);
- Joel Lybert (director - re-election);
- Jonas Millqvist (director - re-election);
- Git Sturesjö Adolfsson (director - re-election);
- Andreas Gunnarsson (deputy director - re-election);
- Election of chairperson of the Board of Directors;
- Election of auditor;
- Resolution regarding determination of principles for the Nomination Committee;
- Resolution regarding guidelines for compensation to senior executives;
- Resolution on change of terms regarding warrants of series 2021:1 associated with LTI 2021;
- Resolution regarding performance-based incentive program for management and employees (LTI 2025);
- Resolution on delivery and hedging measures for LTI 2025:
- Directed issue of warrants of series 2025:1;
- Transfer of the warrants to participants in LTI 2025;
- Transfer of warrants to cover costs for LTI 2025 and authorisation to enter into swap agreements;
- Resolution regarding authorization of the Board of Directors to issue shares and/or warrants and/or convertibles;
- Resolution regarding adjustment authorization;
- Closing of the meeting.
Nomination Committee
In accordance with the principles adopted by last year's Annual General Meeting, the Nomination Committee is composed of three directors, whereof two directors are appointed by the Company's largest shareholder as per 30 September 2024, and one director who has been convening. The Nomination Committee appoints a chairperson from amongst its members
The Nomination Committee has consisted of Git Sturesjö Adolfsson (appointed by BGA Invest AB), Göran Linder (appointed by Corespring New Technology AB) and Jonas Millqvist (appointed director of the Board of Directors). The chairperson of the Nomination Committee has been Git Sturesjö Adolfsson.
The Nomination Committee's proposal for resolutions
2. Election of chairperson of the general meeting
The Nomination Committee proposes attorney Eric Ehrencrona or, in the event of an impediment, the person appointed by the Nomination Committee to be elected as the chairperson of the general meeting.
10. Resolution regarding determination of the number of directors and deputy directors
The Nomination Committee proposes that the number of directors for the period until the next Annual General Meeting is five and that one deputy director shall be appointed.
11. Resolution regarding determination of the fees payable to the directors and the auditors
The Nomination Committee proposes that the fee per director elected shall be distributed as follows (the same price base amount level as last year): annual fee of four price base amounts to the chairman of the Board of Directors and annual fee of two price base amounts to directors not employed by the Company. The price-base amount per 2025 shall be applied upon resolution under this item.
If the meeting resolves according to the Nomination Committee's proposal as regards the composition of the Board of Directors, the total fee will amount to ten (ten) price base amounts.
It is proposed that no fee shall be paid to the board of director's remuneration committee and auditors committee respectively since these are made up of members of the board of directors.
It is proposed that fees be paid to the auditor according to invoice approved by the Company.
12. Election of the Board of Directors
The Nomination Committee proposes re-election of the Board members Martin Edlund, Göran Linder, Joel Lybert, Jonas Millqvist and Git Sturesjö Adolfsson. The Nomination Committee further proposes re-election of the deputy Board member Andreas Gunnarsson.
The proposed composition of the Company's Board of Directors fulfils the rules of the Corporate Governance Code regarding independence. All members other than Martin Edlund are independent in relation to the Company and its management. Jonas Millqvist, Martin Edlund and Joel Lybert are independent in relation to the Company's major shareholders.
13. Election of chairperson of the Board of Directors
The Nomination Committee proposes the re-election of Jonas Millqvist as Chairman of the Board.
14. Election of auditor
The auditing firm Grant Thornton Sweden AB ("Grant Thornton") is proposed to be re-elected as auditor for the period until the end of the next Annual General Meeting. Grant Thornton has announced that if Grant Thornton is appointed as auditor, Victor Cukierman will continue as principal auditor.
15. Resolution regarding determination of principles for the Nomination Committee
It is proposed that the Company shall have a nominations committee consisting of three persons in accordance with last year's principles according to the following.
Each of the Company's two largest shareholders in terms of voting power as of 30 September 2025 shall each have the right to appoint a member of the nomination committee. In addition, the nomination committee shall consist of the chairman of the Board of Directors who shall convene the first meeting. The nominations committee appoints the chairman of the committee.
The nomination committee shall submit proposals to the 2026 Annual General Meeting for: a) election of chairman of the Annual General Meeting, b) resolution regarding number of board members, c) resolution regarding compensation to the chairman of the Board of Directors and each of the other directors d) election of board members, e) election of chairman of the board, f) resolution regarding remuneration to auditor, g) election of auditor, h) resolution regarding principles for appointing the nomination committee and i) resolution regarding principles for the nomination committee.
If any of the two members of the nomination committee appointed by the two largest shareholders by voting power resign from the nomination committee prior to completion of its work, the shareholder appointing the resigning member shall have the right to appoint a new member. In case any of the two largest shareholders by voting power sells all, not only a portion, of its shares in the Company prior to the nomination committee completing its work, instead of such shareholder the third largest shareholder shall have the right to appoint a new member etc.
Fees shall not be paid to members of the nomination committee. Upon request of the nomination committee, the Company shall, however, provide personnel resources to facilitate the work of the nomination committee, such as, for example, a secretary. If necessary, the Company shall also pay for other reasonable costs necessary for the work of the nomination committee.
Proposed resolutions by the Board of Directors
9.(b) Resolution on allocation of the company's results according to the adopted balance sheet
The Board of Directors proposes that the Annual General Meeting resolves that the Company's results be allocated according to the Board of Directors' proposal in the annual report. The Board of Directors accordingly proposes that no dividend be paid for the financial year 2024.
16. Resolution regarding guidelines for compensation to senior executives
The Board of Directors proposes the following guidelines for compensation to senior executives, which correspond to the guidelines that was adopted by the Annual General Meeting 2024.
Compensation to senior management
Senior executives in the Company refer to the CEO and other members of the management group. The remuneration committee, which consists of the Board of Directors excluding the CEO, prepares the issue of adoption of guidelines for compensation and other terms of employment for senior executives, and proposes them to the board of directors
The Board of Directors proposes the following guidelines for the determination of salaries and other compensation to senior management. For the purpose of ensuring that the Company is able to recruit and retain qualified senior executives, the fundamental principle is that the senior executives must be offered employment terms and compensation on market terms.
Salaries and other benefits: Compensation to the senior executives shall be comprised of a fixed salary and pension. The fixed salaries are normally reviewed on a calendar year basis. In addition to fixed salary, a variable salary may be implemented under the pre-requisite that the variable part never exceeds 25 percent of the yearly salary. In addition, senior management shall be entitled to customary non-monetary benefits such as, company cars and occupational healthcare. Other benefits may also be offered on an individual basis.
Pension: Senior executives shall be offered pension terms that include a defined plan for provisions with premiums based on the entire basic salary. The pension provisions are individual and shall be in relation to the basic salary.
Notice of termination period and severance pay: The notice period shall be a maximum of six months, if the Company gives the notice and a maximum of six months if the notice is given on the initiative of the senior executive. In the event of termination by the Company, severance pay may, in addition be paid in an amount corresponding to a maximum of six-monthly salaries.
Incentive program: Resolution regarding share and share price-related incentive programs directed to senior executives shall be made by the Annual General Meeting.
Remuneration Committee: The remuneration committee, i.e., the board excluding the CEO, shall prepare issues regarding compensation principles, compensation, and other terms of employment for senior executives. The more detailed principles for salary setting, pensions and other benefits shall be found in the salary policy established by the Remuneration Committee regarding senior executives.
Deviations in individual cases: The Board of Directors shall be entitled to deviate from these guidelines where there is special cause for such an individual case.
Compensation to Board of Directors
Compensation to the Board of Directors is determined by the Annual General Meeting based on proposals from the nomination committee. However, the Board of Directors is entitled, in specific cases, to commission an individual director to perform consultancy services on behalf of the Company within their respective areas of competence. Directors elected by the Annual General Meeting shall, in these specific cases, be eligible to receive fees for services, which do not constitute board work. With respect to the services, a fee on market terms will be payable, which must be approved by the Board of Directors. This shall also be applicable if the work is carried out through a company wholly or partially owned by a board member.
17. Resolution on change of terms regarding warrants of series 2021:1 associated with LTI 2021
The board of directors of the Company proposes that the terms and conditions for the warrants of series 2021:1 (associated with LTI 2021), which were issued at the Annual General Meeting on 2 June 2021, shall be adjusted as follows.
The current terms and conditions for the warrants mean that the warrants shall be granted rights to subscribe for shares in the Company from the time the warrants are registered with the Swedish Companies Registration Office up to and including 31 July 2025. This is proposed to be adjusted so that the last day for subscription shall instead fall on 31 December 2025. A consequence of such change of terms is that the Company, within the framework of LTI, thereby can allot the warrants of series 2021:1 to the participants in LTI 2021 during an extended period. The Board of Directors is proposed to be authorised to enter into a supplemental agreement with the participants in LTI 2021 regulating the now extended allotment period.
The commercial and legal terms of the LTI 2021 are otherwise proposed to remain unchanged.
18. Resolution regarding performance-based incentive program for management and employees (LTI 2025)
The Board of Directors proposes that the Annual General Meeting resolves on the implementation of a performance-based long-term incentive program for certain senior executives and key persons in the Company ("LTI 2025") as described below. Should the Annual General Meeting resolves on LTI 2025, the Board of Directors of Minesto (the "Board") intends to provide information about target levels and the outcome of LTI 2025, no later than at the 2029 Annual General Meeting.
Summary and motive
The program comprises a maximum of 60 employees in the Company (the "Participants"). The Board may also, if the Board deems it to be in the Company's interest, offer one or more newly hired employees (or, where applicable, a current employee who is not initially offered participation in LTI 2025) to participate in LTI 2025 in accordance with the terms and conditions described herein. After a qualifying period of four years the participants will be allotted warrants in the Company without any consideration, provided that certain qualifying terms and conditions are fulfilled (the "Performance Share Right"). In order for these so-called Performance Share Rights to entitle the Participant to an allotment, the Participant must have chosen to retain his/her assignment in the Company under the current Qualifying Period (as defined below). In order for allotment to occur, it is further required that certain performance targets based on established milestones are achieved by the Company. The volume of allotted Performance Share Rights is further based on the annual development of the Company's share price in relation to the index on the exchange where the Company's shares are listed.
The maximum number of Performance Share Rights that can be allotted in accordance with LTI 2025 shall be limited to 4 017 487 (corresponding to the same number of shares in the Company). In addition to these Performance Share Rights, it is proposed than an additional
1 262 294 warrants be issued to cover the Company's costs through the hedging measures proposed below. This means that LTI 2025, in the event of a maximum outcome, entails that the Participants receive Performance Share Rights corresponding to shares represented approximately 1,91 percent of all shares and votes in the Company and that the program in its entirety (including issue of cost-covering warrants) may entail a maximum dilution of approximately 2,50 percent.
The motives for the Board's proposal of LTI 2025 are to reinforce the Company's ability to retain existing workforce and recruit key personnel to the Company. The proposal has also been developed with the aim of spreading and increasing shareholding among the Participants and ensuring a common focus on long-term and sustainable growth for the Company, which would ensure that the shareholders' and Participants' interests are further consolidated. Through a performance-based incentive program, the Participants' compensation can be linked in a relevant way to the Company's future development and growth.
In order to enable the implementation of LTI 2025 in a cost-effective manner, the Board's proposal for LTI 2025 is conditional on that the Annual General Meeting also resolves on the delivery and hedging methods proposed under item 19 a) - c) in the agenda.
Performance Share Right
The Performance Share Rights mean that Participants in the program are entitled to acquire one warrant in the Company for each Performance Share Right with a right for its holder to acquire one share in the Company at a price corresponding to the quota value of the share at the time the shares are subscribed (currently SEK 0.05), provided that the qualifying terms and conditions stated below are fulfilled. The Performance Share Rights are allotted with no payment of consideration.
Terms of Participation
LTI 2025 comprises a maximum of 60 employees and additional employees in the Company, who the Board resolves to offer participation in the program. The Participants are divided into four categories as follows:
Category 1: | One participant - the CEO |
Category 2: | Eight participants - Management team |
Category 3: | Nine participants - Key competences |
Category 4: | Forty-two participants - Employees |
The number of Performance Share Rights that a Participant may be granted depends on the category of the Participant.
Category 1: | 1 004 372 Performance Share Rights |
Category 2: | Up to 350 000 Performance Share Rights per Participant (the total number of Performance Share Rights that can be granted to all the Participants in Category 2 may never exceed 1 406 123) |
Category 3: | Up to 175 000 Performance Share Rights per Participant (the total number of Performance Share Rights that can be granted to all the Participants in Category 3 may never exceed 803 496) |
Category 4: | Up to 30 000 Performance Share Rights per Participant (the total number of Performance Share Rights that can be granted to all the Participants in Category 4 may never exceed 803 496) |
Conditions for qualifying
In order for Participants to be able to exercise their Performance Share Rights and receive an allotment, the following qualifying conditions must be fulfilled:
Maintained assignment
To be granted Performance Share Rights, the Participant must, during each of the relevant Qualifying Periods (defined below) have retained their employment or assignment in the Minesto Group. This requirement shall, however, not be applied if the Participant's employment or assignment within the Minesto Group has been terminated due to disability, death, retirement or that the Company has sold the subsidiary where the Participant is employed.
In the event the Company terminates Participants' employment in the Minesto Group prior to a qualifying date, previously earned Performance Share Rights may be exercised at regular time for exercise as described below, but no further earning shall take place. If the Participants' employment is terminated due to dismissal by the employer or termination by the employer and objective grounds for dismissal for personal reasons, all the earned Performance Share Rights shall, however, expire.
In order to exercise the maximum number of Performance Share Rights under LTI 2025 it is thus required that the Participant is employed within the Minesto-Group up to and including 1 January 2029 (the "Qualifying Period").
The Performance Share Rights are gradually earned over approximately four years, corresponding to four periods until 1 January 2029 (each such period is a "Qualifying Period"). The Performance Share Rights are earned according to the allotment below at the end of each Qualifying Period, provided that the Participant is still employed on that day. In addition to these qualifying conditions, the Performance Share Rights are subject to performance-based earnings based on the development of Minesto's share price, in accordance with the conditions for performance-based qualifying below.
Close of Qualifying Period 1 (1 January 2026) - 1/4 of allotted Performance Share Rights
Close of Qualifying Period 2 (1 January 2027) - 1/4 of allotted Performance Share Rights
Close of Qualifying Period 3 (1 January 2028) - 1/4 of allotted Performance Share Rights
Close of Qualifying Period 4 (1 January 2029) - 1/4 of allotted Performance Share Rights
Performance and index weighing
In addition to the above conditions for qualifying, the Performance Share Rights are subject to performance-based earning based on the extent the Company achieves certain milestones set by the Board for respective Qualifying Period ("Performance Targets"). The Performance Targets relate to the tangible and objective ascertainable targets for long-term and sustainable growth in the Company, which have been prepared and set by the Board in consultation with management. The Performance Targets can be achieved in whole or in part (0-100 percent).
In addition to fulfilling the Performance Targets, the annual outcome of LTI 2025 depends on the annual development of Minesto's share price (the "Company Development") in relation to average annual share price development for all companies whose shares are listed for trading on the stock exchange where Minesto's shares, at any given time, are listed ("General Development"). The principle can be exemplified as follows:
Qualifying Period 1 - The Participant's fulfilment rate of the Performance Targets amounts to 80 percent. The Company's Development amounts to plus 7 percent compared with that the General Development amounts to plus 10 percent. The Company's Development constitutes 97.27 percent (107/110) percent of the General Development. This means that 77.82 (97.27*0,80) percent of 1/4 of the Performance Share Rights shall be allotted to the Participants for this period.
Qualifying Period 4 - The Participant's fulfilment rate of the Performance Targets amounts to 90 percent. The Company's Development amounts to minus three percent compared with that the General Development amounts to minus 8 percent. The Company's Development constitutes 105.43 percent (97/92) percent of the General Development. This means that 94.89 (105.43*0.9) percent of 1/4 of the Performance Share Rights shall be allotted to the Participants for this period.
Other conditions for Performance Share Right
The following conditions otherwise apply for the Performance Share Rights:
- Participants shall not have the right to transfer, pledge or sell the Performance Share Rights or to exercise any shareholder rights regarding the Performance Share Rights during the Qualifying Period.
- The earliest time at which earned Performance Share Rights may be exercised is the day after the 2029 Annual General Meeting.
- The Company will not compensate the Participants for any dividends in the Company.
- The Performance Share Rights may be allotted by the Company and by other companies within the Minesto Group.
- In the event of a public takeover bid, sale of the Company's operations, liquidation, merger or other similar transaction that affects Minesto all Performance Share Rights for the current Qualifying Period shall be earned in connection with such transaction being completed against any remaining Qualifying Periods maturing and no additional Performance Share Rights can be earned.
Maximum quantity
The maximum number of Performance Share Rights that can be issued in accordance with LTI 2025 is 4 017 487, which corresponds to approximately 1,91 percent of the outstanding shares and votes in the Company.
The number of shares included in LTI 2025 shall, in accordance with the detailed terms and conditions resolved by the Board, be subject to recalculation due to the Company carrying out a bonus issue, consolidation or division of shares, rights issue or similar measures, taking into consideration customary practice for corresponding incentive programs. It must be possible for recalculation to take place so that extraordinary dividend is taken into account.
Structure and administration
The Board is responsible for the detailed structure and administration of LTI 2025, as well as the detailed terms and conditions that shall apply between the Company and the Participant in the program, within the framework for the terms and conditions and guidelines set out herein. In connection therewith, the Board shall have the right to determine deviating terms and conditions for the program regarding, among other things, the Qualifying Period under certain conditions. The Board shall also have the right to make adjustments to fulfil special rules or market conditions.
In certain cases, the Board shall have the right to reduce final allotment of shares or, wholly or partially, terminate LTI 2025 prematurely without compensation to the Participants if there are significant changes in the Company or the market.
Delivery and cost-hedging measures
To secure the Company's undertakings as a result of the Performance Share Rights the Board proposes that the Company shall issue and resolve to transfer warrants to the Participants (in accordance with items 19 a) and b) on the agenda). It is further proposed that the Board shall have the right, if necessary to hedge certain costs, to enter into so-called swap agreements with a third party (e.g. a shareholder or a financial institute, in accordance with items 19 a) and c) on the agenda).
Costs for LTI 2025 and impact on important key ratios
As a result of the proposed delivery and cost-hedging measures (item 19 a) - c) on the agenda) the Company's liquidity will only be affected by administrative costs and VAT that arise in relation to LTI 2025. Delivery and cost-hedging measures thus ensure that the potential salary costs that the program may entail will be covered by the additional 1 262 294 warrants that the Board proposes to be issued.
There are no additional costs for the Company or its shareholders, except for the fact that the program at maximum outcome means that the Participants receive Performance Share Rights corresponding to shares representing approximately 1,91 percent of all shares and votes in the Company and that the program in its entirety (including issue of cost covering warrants) can entail a maximum dilution of approximately 2,50 percent.
The Board has the right to reduce the number of Performance Share Rights that the Participants can exercise if, for example, the expected taxation of LTI 2025 deviates from the actual taxation and leads to increased costs for the Company. However, such costs are secured, as stated above, by the measure proposed in item 19 c) below.
Overall, the Board assesses that the positive earnings effects that may finally arise through LTI 2025 will outweigh the costs related to LTI 2025.
Dilution effect
The total number of warrants issued to enable delivery and secure costs is 1 262 294. Upon full exercise of the warrants the number of shares in the Company will increase by 1 262 294. These shares constitute 0.59 percent of the number of shares and votes after full dilution, calculated as the number of additional shares in relation to the total of current and additional shares in the Company.
Preparation of the proposal
LTI 2025 has been prepared by the Company's Board of Directors in consultation with external advisors. The Board has subsequently resolved to present this proposal to the Annual General Meeting. Except the salaried employees who prepared the matter in accordance with the instruction from the Company's Board, no employee who may be included in the program participated in the preparation of terms and conditions.
Other long-term incentive programs
The Company currently has one ongoing performance-based and long-term incentive programme for employees (LTI 2021), which was resolved on at the Annual General Meeting on 2 June 2021. LTI 2021 covers a maximum of 64 employees in the Company. The maximum number of performance share rights that can be granted under LTI 2021 is limited to 943 207 (corresponding to the same number of shares in the Company). The so-called performance share rights entail that participants in the programme are entitled to receive one warrant in the Company for each performance share right free of charge with a right for its holder to subscribe for one share in the Company at a price corresponding to the quota value of the share at the time the shares are subscribed for (currently SEK 0.05) provided that the vesting conditions are fulfilled. After the vesting period, the participants will be allotted warrants in the Company free of charge provided that certain vesting conditions are fulfilled. In order for the performance share rights to entitle the participants to allotment, it is required that the participants have chosen to maintain their employment in the Company during the current vesting period until 1 January 2025. The performance share rights have vested gradually over approximately four years, corresponding to four periods until 1 January 2025.
In addition to the maximum 943 207 warrants that can be allotted to the participants in LTI 2021, the AGM also resolved to issue an additional 377 043 warrants of series 2021:1. These additional warrants shall be available for use to cover the Company's cash-impacting costs for LTI 2021.
Based on the maximum theoretical outcome of LTI 2021, a total of 1 320 250 warrants of series 2021:1 may be exercised, corresponding to a dilution of approximately 0,63 percent calculated based on the number of shares in the Company as of the date of the notice.
The Board's proposal for resolution
With reference to the above-mentioned description, the Board proposes that the Annual General Meeting resolves on the implementation of LTI 2025.
Majority requirement
The Board's proposal for resolution regarding the implementation of LTI 2025 is conditioned on the Annual General Meeting approval of the Board's proposal under item 19 a) - c) on the agenda. The Board therefore proposes that the Annual General Meeting resolves regarding item 18 and 19 a) -c) jointly and that a resolution shall only be valid if it is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting.
19. Decision on delivery and hedging measures for LTI 2025
(a) Directed issue of warrants, series 2025:1
The Board of Directors proposes that the Meeting resolves on a directed issue of 5 279 782 warrants of series 2025:1 with the right to subscribe for new shares in the Company, mainly in accordance with the proposal below.
The warrants are issued without consideration. Each warrant shall entitle the holder to subscribe for one new share in the Company, thus the share capital, upon full exercise of the warrants, will increase by a maximum of SEK 263 989,10.
The right to subscribe for warrants shall, with deviation from the shareholders' preferential rights, be granted to the Company's wholly owned subsidiary Minesto Warrants One AB
Oversubscription is not possible.
Subscription of the warrants shall be made via a separate subscription list no later than 5 June 2025. The Board shall be entitled to extend the subscription period.
The warrants shall provide the opportunity to subscribe for shares from the time the warrants are registered with the Swedish Companies Registration Office until 31 July 2029.
The subscription price for the shares subscribed for by virtue of the warrants shall correspond to the quota value of the share at the time the shares are subscribed for.
The shares subscribed for by virtue of the warrants shall entitle the holder to dividends for the first time on the first record date for dividends that occurs after the subscription of shares through the exercise of the warrants has been executed..
The number of shares that can be subscribed for each warrant may be recalculated in accordance with customary recalculation principles due to, among other things, a bonus issue, reverse share split or share split, rights issue or similar measures.
The reasons for deviating from the shareholders' preferential rights are that the company wishes to implement LTI 2025.
The full terms and conditions of the warrants of series 2025:1, including recalculation terms, are set out in the special terms and conditions that will be made available in accordance with what is stated below under "Other".
(b) Transfer of the warrants to participants in LTI 2025
The Board of Directors proposes that the meeting resolves to approve that the Company, on one or more occasions, may transfer the warrants of series 2025:1 to the participants in LTI 2025 in accordance with the terms and conditions of LTI 2025.
(c) Transfer of warrants to cover costs for LTI 2025 and authorisation to enter into swap agreements
The Board of Directors proposes that the Annual General Meeting resolves to approve that the Company, on one or more occasions, transfers warrants of series 2025:1 to a third party to cover costs for LTI 2025. This can be achieved, for example, by the Company entering into a swap agreement with a third party.
Specific authorisation
The board of directors proposes that the board of directors or the person appointed by the board of directors shall be authorised to make such minor adjustments to the above-mentioned proposed resolution as may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Majority requirements and conditions for resolutions
The Board's proposal under item 19 a) - c) is conditional upon the Annual General Meeting approving the Board's proposal on LTI 2025 under item 18 on the agenda. The Board of Directors therefore proposes that the Annual General Meeting resolves on items 18 and 19 a) - c) together and that the resolution shall only be valid if supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.
20. Resolution regarding authorization of the Board of Directors to issue shares and/or warrants and/or convertibles
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve, on one or several occasions, on issue of shares and/or warrants and/or convertibles during the time until the next Annual General Meeting for payment in cash and/or with terms regarding set-off or issue in kind or otherwise with terms and thereby deviate from the preferential right of the shareholders.
The number of shares that may be issued and the number of shares that may be subscribed for with the support of option rights to subscribe for new shares and the number of shares to which convertibles shall entitle subscription shall amount to a maximum of 22 879 000 new shares, corresponding to a dilution of approximately ten percent.
The purpose of the authorisation and the reasons for any deviation from the shareholders' preferential rights is to enable issues to be made for the financing of the Company's operations, commercialisation and development of the Company's products and markets and/or acquisitions of businesses, companies or parts of companies, and/or to enable a broadening of the shareholder base in the Company.
If the Board of Directors consider it appropriate to enable delivery of shares in connection with an issue as described above, the issue can be made at a subscription price corresponding to the share's quota value.
The approval by the Annual General Meeting of this proposal in accordance with the above is valid only if supported by shareholders representing at least two-thirds (2/3) of both the votes cast and the votes represented at the meeting.
21. Resolution regarding adjustment authorization
The Board of Directors, the Managing Director or any other person appointed by the Board of Directors shall be authorised to make such minor adjustments to the resolutions adopted by the General Meeting as may prove necessary for their registration.
Number of shares and votes
As of the date of the notice, the total number of shares and votes in the Company amounts to 205 911 488.
Other
The notice, accounting documents, auditor's report and other documents to be considered at the meeting as well as form of power of attorney will be available at the Company's offices at J A Wettergrens Gata 14 in Västra Frölunda, Sweden, and on the Company's website, www.minesto.com, no later than three weeks prior to the meeting. The documents will also be sent free of charge to shareholders who so request and who provide their e-mail or postal address. The share register will be available at the Company's office at the above address.
Shareholders are reminded of their right to request information from the Board of Directors and the CEO at the Annual General Meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Processing of personal data
Personal data obtained from the share register maintained by Euroclear Sweden AB, notification of and attendance at the meeting and information about proxies, representatives and assistants will be used for registration, preparation of the voting list for the meeting and, where applicable, minutes of the meeting. Personal data is processed in accordance with the General Data Protection Regulation (Regulation (EU) 2016/697 of the European Parliament and of the Council). For full information on how personal data is processed, please refer to the privacy policy available on Euroclear's website, www.euroclear.com/Integritetspolicy-bolagsstammor-svenska.pdf.
Gothenburg in April 2025
Minesto AB
The Board of Directors
The English version of the notice is an uncertified translation and in the event of any inconsistency between the English notice and the Swedish notice, the Swedish text shall prevail.
For additional information, please contact
Cecilia Sernhage, Chief Communications Officer
+46 735 23 71 58
ir@minesto.com
This information was brought to you by Cision http://news.cision.com
https://news.cision.com/minesto-ab/r/notice-to-attend-the-annual-general-meeting-in-minesto-ab,c4137162
The following files are available for download:
https://mb.cision.com/Main/14621/4137162/3395064.pdf | Notice to attend the Annual General Meeting in Minesto AB |
View original content:https://www.prnewswire.co.uk/news-releases/notice-to-attend-the-annual-general-meeting-in-minesto-ab-302430446.html
