Bulletin from the Annual General Meeting in Brighter AB (publ) on 15 June 2020
At the Annual General Meeting in Brighter AB (publ) on Monday 15 June 2020, the following main resolutions were adopted.
For detailed information about the resolutions we kindly refer to the notice of the Annual General Meeting as well as the proposals which are available on the company’s website, www.brighter.se
Adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet
The General Meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2019.
Appropriation of the company’s result
The General Meeting resolved, in accordance with the Board's proposal, that no dividend shall be paid for the financial year 2019 and that SEK 107,152,051 shall be carried forward.
Discharge from liability
The General Meeting resolved to discharge the directors and the CEO from liability for the management of the company during 2019.
Directors and auditors
The General Meeting resolved that the Board shall consist of six directors elected by the meeting for the period until the end of the next annual general meeting. It was also resolved that the company shall have one auditor with no deputy.
The General Meeting resolved that Truls Sjöstedt, Jan Stålemark, Emanuel Lipschütz and Tove Andersson shall be re-elected as directors of the Board and that Peter Sibirzeff and Anna Bernsten shall be elected as new directors of the Board. The General Meeting re-elected Truls Sjöstedt as Chair of the Board.
The General Meeting re-elected the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditor.
The General Meeting resolved that the fee to the directors for the coming term, shall amount to SEK 200,000 for the Chair of the Board and SEK 100,000 to each of the other directors elected by the meeting and who are not employed by the company. In addition, each member of the compensation committee and audit committee shall receive an additional SEK 20,000.
The General Meeting resolved that the remuneration to the auditor shall be paid in accordance with approved invoices.
Nomination committee instruction
The General Meeting resolved, in accordance with the Nomination Committee’s proposal, on the adoption of new instructions for the Nomination Committee.
LTI 2020
The General Meeting resolved, in accordance with the Board’s proposal, on a performance-based incentive program for employees and certain contractors in the Company or the Group, LTI 2020. The program covers approximately 81 employees and contractors in Brighter. After a qualifying period of three years, the participants will be allotted warrants in Brighter without any payment of consideration provided that certain qualifying terms and conditions have been fulfilled. In order for these so-called performance share rights to entitle the participant to receive allotment, the participants must have elected to maintain the scope of their assignment in the company during a qualifying period. In order for allotment of performance share rights to take place, performance targets based on turnover, share price and EBITDA must also be achieved.
Brighter’s CEO Henrik Norström reaffirmed the company’s market vision communicated in 2018, stating that the company aims to achieve a 30 percent market share for Actiste within 5 years after market entry, and emphasized in the AGM that the performance targets will be linked to this market vision. Henrik Norström also stated that all of the performance share rights he is granted through the program will be subject to performance targets, which differs from the proposal announced in the notice of the AGM where only half of his performance share rights were subject to performance targets.
Each allotted warrant gives the participant a right to acquire a share in Brighter for a price equal to the share’s quota value (SEK 0.05). The profit per allotted warrant is limited to a maximum amount of SEK 22.50 which corresponds to an increase in value of approximately 500 per cent, based on the average share price during May 2020.
Assuming full results for the performance target and a share price at the end of the qualifying period of maximum SEK 22.50, the total cost for LTI 2020, including employer payroll taxes of 31.42%, is estimated to amount to a maximum of SEK 176,169,048, which corresponds on an annual basis to approximately SEK 58,723,016. Such a result would, with the current number of shares, correspond to a total market capitalisation of approximately SEK 4,500,000,000.
Delivery and cost-hedging measures for LTI 2020
The General Meeting resolved, in accordance with the Board’s proposal, on delivery and cost-hedging measures in order to secure the Company’s obligations pursuant to LTI 2020. In order to secure these obligations, the Company shall issue 7 847 173 warrants with the right for the Company to transfer those warrants to the participants in LTI 2020. If necessary to secure certain costs, the Company shall be authorized to transfer warrants to a third party to cover costs for LTI 2020. This may for example be achieved by the company entering into a swap agreement with a third party.
At full utilisation of the warrants, the number of outstanding shares in the company will increase by 7,847,173. These shares constitute approximately 3.94 per cent of the number of shares and votes in Brighter.
Directors´ Program
The General Meeting resolved, in accordance with the shareholder Recall Capital Nordic AB’s proposal, on a performance-based incentive program for the directors in the Company. Unlike LTI 2020, the directors must earn one-third of the performance share rights received for each of the fully completed terms of office from the date the director was elected to his position after the annual general meeting of 2020. As is the case in LTI 2020, in order for the directors to exercise their performance share rights and receive allotment the performance targets based on turnover, share price and EBITDA must be fulfilled. A performance share right, even if it has been earned, may not be utilised until after a period of three years.
Brighter's Chairman of the Board Truls Sjöstedt announced, similar to CEO Henrik Norström, during the meeting that his performance targets regarding the performance share rights also will be linked to the target vision communicated in 2018.
Each allotted warrant gives the participant a right to acquire a share in Brighter for a price equal to the share’s quota value (SEK 0.05).
Assuming full results for the performance target and a share price at the end of the qualifying period of maximum SEK 22.50, the total cost for the Director’s Program, including employer payroll taxes of 31.42%, is estimated to amount to a maximum of SEK 45,435,836. Such a result would, with the current number of shares, correspond to a total market capitalisation of approximately SEK 4,500,000,000.
Delivery and cost-hedging measures for the Directors’ Program
The General Meeting resolved, in accordance with the shareholder Recall Capital Nordic AB’s proposal, on delivery and cost-hedging measures in order to secure the Company’s obligations pursuant to the Directors’ Program. In order to secure these obligations, the Company shall issue 2,023,868 warrants with the right for the Company to transfer those warrants to the participants in the Directors’ Program. If necessary to secure certain costs, the Company shall be authorized to transfer warrants to a third party to cover costs for the Directors’ Program. This may for example be achieved by the company entering into a swap agreement with a third party.
At full utilisation of the warrants, the number of outstanding shares in the company will increase by 2,023,868 which corresponds to a dilution of 1.01 per cent.
Issue authorisation
The General Meeting resolved, in accordance with the Board’s proposals, to authorise the Board to, on one or more occasions until the next annual general meeting, resolve on issue of new shares, warrants and/or convertible bonds. An issue can be decided with or without regard of shareholders’ pre-emption rights.
This authorisation includes the right to issue shares, warrants and/or convertible bonds with cash payment, payment by way of set-off or payment by contribution in kind, and otherwise subject to conditions as set out in Chapter 2, section 5, second paragraph 1–3 and 5 of the Swedish Companies Act.
Resolution on the approval of transfer of shares in a subsidiary
The General Meeting resolved, in accordance with the Board’s proposals, to approve that the company may transfer shares in the subsidiary Pink Nectarine Health AB to employees or consultants in the subsidiary.
For further information, please contact:
ir@brighter.se
Certified Adviser
Brighter’s Certified Adviser is Eminova Fondkommission AB, +46 (0)8 – 684 211 10, adviser@eminova.se, www.eminova.se.
About Brighter AB (publ)
Brighter is a health-tech company from Sweden with a vision of a world where managing chronic diseases is no longer a struggle. We believe a data-centric approach is key to provide smarter care for chronic conditions. Our daily-care solutions facilitate the flow of real-life treatment data between chronic-disease patients, their loved ones and their care providers – improving quality of life, easing the burden on healthcare systems, and opening new opportunities for data-driven research. Brighter is certified under ISO 13485. In 2019 the company won the Swecare Rising Stars Award.
The Company's shares are listed on Nasdaq First North Growth Market/BRIG.