Notice of extraordinary shareholders meeting.

Brighter AB (publ), corporate registration number 556736-8591, will hold an extraordinary shareholders meeting on September 29, 2017, at 9 a.m. at the company’s offices at Norgegatan 2, in Kista, Sweden.

RIGHT TO PARTICIPATE AND REGISTRATION 

Those who wish to take part in the meeting must:  

  • be registered as a shareholder in the shareholder register maintained by Euroclear Sweden AB by Saturday, September 23, 2017,
  • inform the company of their intent to participate in the meeting by Friday, September 22, 2017.

Registration of participation must be made in writing preferably to ir@brighter.se or by mail to Brighter AB (publ), Norgegatan 2, SE-164 32 Kista, Sweden. When registering, please state your name, personal identity number/corporate registration number, address and phone number.  

Shareholders who are unable to personally attend the meeting may exercise their rights at the meeting through a representative who possesses a written, signed and dated power of attorney document. A power of attorney form will be provided to shareholders upon request and will be available on the company’s website www.brighter.se from no later than two weeks prior to the meeting until the day before the meeting. If the power of attorney was issued by a legal person, a copy of the proof of registration or equivalent form of authorization for the legal person must be enclosed. To facilitate entry to the meeting, power of attorney documents, proof of registration and other forms of authorization should be submitted to the company at the aforementioned address by Friday, September 22, 2017 at the latest. 

To be entitled to participate in the meeting, shareholders whose shares are held by a trustee must, through their trustee, register the shares in their own name in the shareholder register maintained by Euroclear Sweden AB by Saturday, September 23, 2017. This registration can be temporary. 

PROPOSED AGENDA 

1. Opening of the meeting 

2. Election of the Chairman and the minute-taker for the meeting 

3. Preparation and approval of the list of shareholders entitled to vote 

4. Approval of the agenda 

5. Election of two officers to verify the minutes 

6. Determination of whether the meeting has been duly convened 

7. Resolution on the extension of the warrant program Series I 2014/2017 – Board members 

8. Resolution on the extension of the warrant program Series II 2014/2017 – Management and key members of the company 

9. Resolution on the issuance of warrants, as well as the approval of the transfer of warrants to the company’s Board members Series I 2017/2020 

10. Resolution on the issuance of warrants, as well as the approval of the transfer of warrants to the management and key members of the company Series II 2017/2020 

11. Conclusion of the meeting

PROPOSALS

Resolution on the extension of the warrant program Series I 2014/2017 (item 7)

It is proposed that the meeting resolve on extending the warrant program Series I 2014/17 by 12 months. The Board may cite the following reasons behind the proposal to extend the subscription period. The development and completion of the product have been delayed by reasons outside the control of the company. Consequently the launch of the product has also been delayed. The Board therefore deems it suitable for the people who hold warrants to be given the opportunity to participate in shareholding for a longer period of time than originally planned.

Updated conditions for subscribing for shares:

Shares backed by warrants can be subscribed for over (i) a period of one month after the publication of the company’s 2018 Q1 interim report, and over (ii) a period beginning the day after the company’s 2018 Q2/half-year interim report has been published and ending on September 30, 2018.

Resolution on the extension of the warrant program Series II 2014/2017 (item 8)

It is proposed that the meeting resolve on extending the warrant program Series II 2014/17 by 12 months.

Updated conditions for subscribing for shares:

Shares backed by warrants can be subscribed for over (i) a period of one month after the publication of the company’s 2018 Q1 interim report, and over (ii) a period beginning the day after the company’s 2018 Q2/half-year interim report has been published and ending on September 30, 2018.

The Board may cite the following reasons behind the proposal to extend the subscription period. The development and completion of the product have been delayed by reasons outside the control of the company. Consequently the launch of the product has also been delayed. The Board therefore deems it suitable for the people who hold warrants to be given the opportunity to participate in shareholding for a longer period of time than originally planned.

Resolution on the issuance of warrants, as well as the approval of the transfer of warrants to the company’s Board members Series I 2017/2020 – Series I 2017/2020 – (item 9)

The Board’s Remuneration Committee proposes that the meeting resolve on the issuance of warrants and the approval of the transfer of warrants primarily as follows.

1. That the company issue a maximum of 620,000 warrants, where each warrant is to carry an entitlement for the new issuance of one share in the company, and whereby the company’s share capital can be increased by no more than SEK 31,000.

2. That the right to subscribe for warrants be granted to the wholly owned subsidiary Brighter One AB (“the Subsidiary”), with deviations from the shareholders’ preferential rights.

3. That warrants be subscribed for through a separate subscription list by October 30, 2017. The Board is entitled to resolve on an extension of the subscription period.

4. That the warrants be issued free of charge.

5. That the Board of the company instruct the Subsidiary to transfer the warrants to the Board members elected at the 2017 AGM, as well as to any Board members who are elected in the period until the 2018 AGM (“the Board Members”). The right to acquire warrants is contingent on the Board members having signed a contract pertaining to, among other matters, preemptive rights with the company at the time of the acquisition.

Group 1  Chairman and Vice Chairman  A maximum total of 248,000, of which no more than 124,000 per person.  
Group 2  Other members (apart from member Afsaneh Ghatan Bauer)  A maximum total of 372,000, of which no more than 124,000 per person. 

6. The sum paid for the warrants that are transferred from the Subsidiary to the Board members must be at a market rate, which is determined by applying the Black & Scholes valuation model.

The warrants up to the number specified in the table above may be acquired by the Board members in Group 1 and Group 2 over (i) a period between October 15 and November 15, 2017, and over (ii) a period beginning the day after the company’s 2017 Q3 interim report has been published and ending on December 31, 2017. The warrants that are offered according to the table above may first be acquired by new Board members over a period between October 15 and November 15, 2017, and subsequently for periods of one month following the publication of each of the company’s subsequent interim reports (i.e. the two annual interim reports, the half-year report and the year-end report), though no later than one month after the publication of the company’s 2018 Q1 interim report.

The warrants that have been offered to the Board members in Group 1 and Group 2 according to the table above, but that have not been acquired by December 31, 2017 at the latest, may be acquired by new Board members over a period of one month after the publication of the company’s 2017 Q4 interim report (year¬end report).

7. In the event of full participation and full subscription for shares backed by warrants, the program can entail a dilution of not more than 0.81% based on the number of shares and votes in the company, following the implementation of the incentive program, the implementation of the proposal in item 10, the utilization of all current outstanding warrants, and the conversion of outstanding convertible bonds totaling SEK 300,000 into shares at an assumed price of SEK 5 per share.

8. The newly subscribed shares first entail the right to a dividend on the record date immediately

following the date on which the shares were registered in the shareholder register maintained by Euroclear Sweden AB.

9. The complete terms and conditions for the warrants state, inter alia, that:

(a) For each warrant, the holder bears the right to subscribe for one new share in exchange for a cash payment at a share price of SEK 13.00, corresponding to 300% of the volume-weighted average closing price of Brighter’s share for the period July 26 to August 22, 2017.

(b) The share price and the number of shares that can be subscribed for with the backing of a warrant may be subject to change.

(c) Shares backed by warrants can be subscribed for over (i) a period of one month after the publication of the company’s 2020 Q1 interim report, and over (ii) a period beginning the day after the company’s 2020 Q2/half-year interim report has been published and ending on September 30, 2020.

Reasons for the deviation from the shareholders’ preferential rights include the following. The Board has appointed a remuneration committee led by Board member Afsaneh Ghatan Bauer, who will not acquire warrants (“the Remuneration Committee”). The Remuneration Committee also includes the lawyer Ulf Johansson from Calissendorff Swarting Advokatbyrå KB. The Remuneration Committee, which put forward the proposal, deems that an incentive program for the Board is required for the company to be able to attract, motivate and retain Board members who possess the desired expertise and experience. The Remuneration Committee also believes that the company and its shareholders will benefit from the Board members having a financial interest in the company that is comparable with that of its shareholders.  

Since warrants that are transferred at market value are considered transferable securities and are not linked to the assignment in such a way so as to require the payment of social security fees, it is not believed that any social security expenses will be charged to the company as a result of the incentive program. Accordingly, there is no reason to hedge the program. The dilution is expected to have a marginal effect on the company’s key ratios.

The company, or the party instructed by the company, will under certain circumstances, for example, if their assignment ends, be entitled to repurchase warrants from the Board members.

Resolution on the issuance of warrants, as well as the approval of the transfer of warrants to employees and key members of the company – Series II 2017/2020 (item 10)

The Board proposes that the meeting resolve on the issuance of warrants and the approval of the transfer of warrants primarily as follows.

1. That the company issue a maximum of 2,350,000 warrants, whereby each warrant is to carry an entitlement for the new issuance of one share in the company, and whereby the company’s share capital can be increased by no more than SEK 117,500.

2. That the right to subscribe for warrants be granted to the Subsidiary, with deviations from the shareholders’ preferential rights.

3. That warrants be subscribed for through a separate subscription list by October 30, 2017 at the latest. That the Board be entitled to resolve on an extension of the subscription period.

4. That the warrants be issued free of charge.

5. That the Board of the company instruct the Subsidiary to transfer the warrants to employees and key members of the company (“the Participants”) within the following framework. One condition for acquisition is that the Participants be employed by the company at the time of acquisition and that they have not resigned from or been dismissed by the company, as an employee or as a consultant, at the stated time. Employees are also defined as individuals who, no later than the date of acquisition, have signed a contract with the company for impending employment. The right to acquire warrants is contingent on the Participants having signed a contract pertaining to, among other matters, preemptive rights with the company at the time of the acquisition.

Group 1  CEO and COO  A maximum total of 750,000 warrants, of which the CEO can subscribe for a maximum of 300,000, the COO a maximum of 450,000.  
Group 2  Other key members of the company (this currently relates to approximately 20 people)  A maximum total of 800,000 warrants, of which no more than 300,000 per person. 
Group 3  New acquisitions  A maximum total of 800,000 warrants, of which no more than 400,000 per person. 

6. The sum paid for the warrants that are transferred from the Subsidiary to the Participants must be at a market rate, which is determined by applying the Black & Scholes valuation model.

The warrants up to the number specified in the table above may be acquired by the Participants in Group 1 and Group 2 over (i) a period between October 15 and November 15, 2017, and over (ii) a period beginning the day after the company’s 2017 Q3 interim report has been published and ending on December 31, 2017. The warrants that are offered according to the table above may first be acquired by Participants in Group 3 over a period between October 15 and November 15, 2017, and subsequently for periods of one month following the publication of each of the company’s subsequent interim reports (i.e. the two annual interim reports, the half-year report and the year-end report), though no later than one month after the publication of the company’s 2018 Q1 interim report.

7. In the event of full participation and full subscription for shares backed by warrants, the program can entail a dilution of not more than 3.06% based on the number of shares and votes in the company, following the implementation of the incentive program, the implementation of the proposal in item 9, the utilization of all current outstanding warrants, and the conversion of outstanding convertible bonds totaling SEK 300,000 into shares at an assumed price of SEK 5 per share.

8. The newly subscribed shares first entail the right to a dividend on the record date immediately following the date on which the shares were registered in the shareholder register maintained by Euroclear Sweden AB.

9. The complete terms and conditions for the warrants state, inter alia, that:

(a) For each warrant, the holder bears the right to subscribe for one new share in exchange for a cash payment at a share price of SEK 13.00, corresponding to 300% of the volume-weighted average closing price of Brighter’s share for the period July 26 to August 22, 2017.

(b) The share price and the number of shares that can be subscribed for with the backing of a warrant may be subject to change.

(c) Shares backed by warrants can be subscribed for over (i) a period of one month after the publication of the company’s 2020 Q1 report, and over (ii) a period beginning the day after the company’s 2020 Q2 report has been published and ending on September 30, 2020.

The Board may cite the following reasons behind deviations from the shareholders’ preferential rights. The proposal has been prepared by the Remuneration Committee. The Board deems that personal, long-term shareholding among the Participants will lead to greater motivation and an increased sense of inclusion in the company. The Board also deems that the program is a suitable complement to the Participants’ employment terms and conditions, so competitive terms and conditions are offered to them in order for the company to be able to attract and retain key members for its operations.

Since warrants that are transferred at market value are considered transferable securities and are not linked to the employment or assignment in such a way so as to require the payment of social security fees, it is not believed that any social security expenses will be charged to the company as a result of the incentive program. Accordingly, there is no reason to hedge the program. The dilution is expected to have a marginal effect on the company’s key ratios.

The company, or the party instructed by the company, will under certain circumstances, for example, if their employment or assignment ends, be entitled to repurchase warrants from the Participants.

SPECIFIC MAJORITY REQUIREMENTS

For resolutions on items 7-10 to be valid, the resolutions must be approved by shareholders representing at least nine-tenths of both the specified votes and the shares represented at the meeting

SHAREHOLDERS RIGHT TO ASK QUESTIONS

Shareholders are reminded of their right to request information at the meeting from the Board and the CEO pursuant to Chapter 7, Section 32 of the Swedish Companies Act.

DOCUMENTATION

The complete resolutions concerning Items 9-10 will be available at the company’s offices and on the company’s website www.brighter.se no later than two weeks before the meeting. A copy of all documentation will immediately and without charge be sent to shareholders who so request and who provide their mailing address.

Stockholm, September 2017
Brighter AB (publ)
Board of Directors

For more information, please contact:

Truls Sjöstedt, CEO
Tel: +46 709 73 46 00
Email: truls.sjostedt@brighter.se

Henrik Norström, COO
Tel: +46 733 40 30 45
Email: henrik.norstrom@brighter.se

About Brighter AB (publ)
Brighter develops solutions for data-driven and mobile health services. Through its intellectual property and its first launch Actiste®, the company creates a more efficient care chain with focus on the individual. The goal is to simplify, streamline and enhance the information flow of relevant and reliable data between the patient and health care professionals. Brighter is initially focused on diabetes care, but there are opportunities in the future to operate on a broader level, spanning more diseases and treatment approaches. This is done through The Benefit Loop®, Brighter’s cloud-based service that continuously collects, analyzes and shares data on the user's terms.

The Company's shares are listed on NASDAQOMX First North/BRIG. Brighter’s Certified Adviser on Nasdaq OMX First North is Remium Nordic AB +46 (0)8 – 454 32 50, CorporateFinance@remium.com, www.remium.com.

This information is information that Brighter AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 08:30 CET on September 14, 2017.

About Us

Brighter is a Swedish-based company that, from a unique IP portfolio, creates smart solutions for one of the most serious healthcare problems: changing patient behavior. Chronic diseases such as diabetes are rapidly increasing and account for an increasing share of healthcare costs globally. Brighter's Business Model and Multi-Sided Market Platform - The Benefit Loop™ - is based on the fact that many special interests create value for each other. By increasing access to valid health data, Brighter creates value for all stakeholders in the care chain: patients and close associates, healthcare providers, research, pharmaceutical industry and society. Website: https://brighter.se/ The Company's shares are listed on NASDAQOMX First North/BRIG. Brighter’s Certified Adviser on Nasdaq OMX First North is Eminova Fondkommission AB +46 (0)8 – 684 211 00, info@eminova.se, www.eminova.se

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