Malmö, Sweden, May 8, 2025
The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Bulletin from the annual shareholders' meeting on May 8, 2025 in Polygiene Group AB
Today, on May 8, 2025, the annual shareholders' meeting was held in Polygiene Group AB. A summary of the adopted resolutions follows below.
Resolution on adoption of accounts and distribution of the company's profit
The annual shareholders' meeting resolved to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet. The annual shareholders' meeting also resolved to distribute the company's profit in accordance with the proposal from the board of directors meaning that a dividend of SEK 0.27 per share shall be paid, and that the remaining available funds are carried forward. The dividend shall be split into two payments of SEK 0.14 and SEK 0.13 per share, respectively. The record date for the first dividend payment was set for Monday, May 12, 2025, and for the second dividend payment, Wednesday, October 1, 2025. The first payment is expected to be distributed on Thursday, May 15, 2025, and the second payment is expected to be distributed on Monday, October 6, 2025.
Discharge from liability for the members of the board and the CEO
The annual shareholders' meeting resolved to discharge the members of the board and the CEO from liability for the financial year 2024.
Election of board members and auditor as well as remuneration for the board members and auditor
The annual shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Jonas Wollin, Paul Morris, Bengt Engström and Sofia Svensson as ordinary board members. Jonas Wollin was re-elected as Chairman of the board. Remuneration to the board shall be paid with SEK 350,000 to the Chairman of the board and with SEK 200,000 to each of the other board members.
Furthermore, the annual shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect Grant Thornton Sweden AB as auditor and that remuneration for the auditor shall be paid in accordance with customary norms and approved invoice. Grant Thornton Sweden AB has informed that Camilla Nilsson will be appointed as the new responsible auditor.
Authorization regarding issues
The board of directors resolved, at the annual shareholders' meeting, to withdraw the proposal for authorization regarding issues since the company had been informed that larger shareholders intended to vote against the proposal, which would result in the required majority requirement not being achieved.
Resolution on implementation of a warrant program by way of (A) directed issue of warrants; and (B) approval of transfer of warrants
The annual shareholders' meeting resolved, in accordance with the proposal from the board of directors, to implement a warrant program for employees and consultants in the company based on issue and transfer of warrants.
The warrant program shall comprise a maximum of 300,000 warrants. Each warrant shall entitle to subscription of one new share in the company. The subscription price per share shall correspond to 200 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official price list for shares in the company during the period as from and including 9 May 2025 to and including 19 May 2025. Subscription of shares by virtue of the warrants may be effected as from 1 June 2028 up to and including 30 June 2028.
The warrants shall be issued to a wholly owned subsidiary to the company against cash consideration which shall correspond to the warrant's fair market value calculated in accordance with the Black Scholes formula. The calculation of the fair market value of the warrants shall be established by Öhrlings PricewaterhouseCoopers AB in connection with the expiration of the measurement period on 19 May 2025. Transfer to participants under the warrant program shall be made against cash consideration which shall correspond to the fair market value of the warrant calculated in accordance with the Black Scholes formula.
The reasons for the implementation of the warrant program and the deviation from the shareholders' preferential rights are to be able to create possibilities for the company to retain competent staff through the offering of a long-term ownership engagement for the employees and consultants in the company. Such ownership engagement is expected to stimulate the employees and consultants in the company to an increased interest for the business and the earnings trend as well as to increase the feeling of connectedness with the company. Since the warrants in the warrant program will be transferred to the participants at the fair market value, the company's assessment is that the company will not incur any social costs in relation to the warrant program. The costs related to the warrant program will hence only be composed of limited costs for implementation and administration of the program. In case all warrants issued within the warrant program are utilized for subscription of new shares, a total of 300,000 new shares will be issued, which corresponds to a dilution of approximately 0.81 per cent of the company's share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under the warrant program.
About Us
Polygiene Group is the global leader in antimicrobial technologies. The company treat hard surfaces and textiles to ensure that products are better protected and hygienic, fresh and odor-free. As a leading ingredient brand, Polygiene Group collaborates with over 500 top-class global brands through the Polygiene and Addmaster segments. Polygiene Group provides a wide range of technologies that increase the value of our customers products. The company offers solutions and treatments for products with technologies such as: OdorCrunch, StayFresh, StayCool, Scentmaster, Biomaster and Verimaster. Polygiene Group is listed on the Nasdaq First North Growth Market in Stockholm, Sweden.
Svensk Kapitalmarknadsgranskning AB is the Company's Certified Adviser.
For more information, visit polygienegroup.com or contact:
Niklas Blomstedt, CFO. +46 (0) 706 63 21 26, niklas.blomstedt@polygiene.com
Ulrika Björk, CEO. +46 (0) 70 921 12 75, ulrika.bjork@polygiene.com
