NOTICE TO ANNUAL GENERAL MEETING IN BRIGHTER AB (PUBL)
Unofficial English translation for
information purposes only. If there are
differences between the English
translation and the Swedish original,
the Swedish text will take precedence.
NOTICE TO ANNUAL GENERAL MEETING IN BRIGHTER AB (PUBL)
TUE 19 MAY 2021 22:00 CET
The shareholders of Brighter AB (publ) are hereby invited to attend the annual general meeting on Thursday 17 June 2021 at 10 a.m. at Brighter’s offices on Borgarfjordsgatan 18 in Kista.
THE RIGHT TO ATTEND AND THE REGISTRATION MADE TO THE COMPANY
Those wishing to attend the general meeting must
Firstly be recorded in the share register maintained by Euroclear Sweden AB as of Wednesday 9 June 2021, and,
Secondly notify the company of their intention to participate in the general meeting no later than Tuesday 10 June 2021.
Notice of attendance shall be made in writing to email@example.com or to Brighter AB (publ), Borgarfjordsgatan 18, 164 40 Kista. On giving notice of attendance, the shareholder should state the shareholder’s name, personal identity number or equivalent /corporate identity number, address and telephone number.
To participate in the annual general meeting, shareholders’ whose shares are registered in the name of a nominee must request to have their shares owner-registered in the share register maintained by Euroclear Sweden AB at latest on Wednesday 9 June 2021. The request is made to the nominee. Such registration may be made temporarily, please note, the nominee decides on the routines for the requests, the requests shall therefore be submitted in due time and in accordance with the nominee’s routines. The share register will be adjusted for voting registration if requested to the nominee so that registration has been made at latest on Friday 11 June 2021.
A shareholder who is represented by a proxy must issue a dated and signed proxy for the proxy holder. If the proxy is issued by a legal person, a certificate of registration or equivalent must be submitted evidencing the signatory powers to represent the shareholder. To avoid crowding at the general meeting, the original signed proxy form and any certificate of registration should be sent to the company at the address above in good time of the annual general meeting. The proxy form may not be older than 5 years from the date of issue to be valid. The proxy form is available at the company´s website www.brighter.se below “AGM 2021”.
Precautions / Special Conditions due to Covid-19
The company has decided that no food or drinks will be served at the AGM as a precautionary measure due to covid-19. If you who are registered for the AGM have symptoms of respiratory illness, even mild, or if you have been in close contact with someone who is infected with the coronavirus, the company wishes you to refrain from attending. We would therefore also like to kindly remind you of the possibility of not attending in person and instead participate by proxy or postal voting, see under information about postal voting below.
Information about Postal Voting
The postal voting form is available on the company’s website www.brighter.se below section ”AGM 2021” at the latest one week before the general meeting. Completed and signed digital postal voting forms shall be sent at the latest on Wednesday 16 June 2021. More instructions will be in the postal voting form. Please note that registration of shares in your own name (in the case of nominee-registered shares) and notice of attendance must be made in time and according to what has been described in the sections above even if a shareholder chooses postal voting.
PROPOSAL FOR AGENDA
- Election of chair of the general meeting
- Preparation and approval of the voting lists
- Election of two persons to approve the minutes
- Approval of the agenda
- Determination of whether the general meeting has been duly convened
- Presentation of the annual report and the auditor’s report and the consolidated financial statements and the consolidated auditor’s report
- Resolutions on:
- adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet,
- appropriation of the company’s result according to the adopted balance sheet,
- discharge from liability for the directors and the CEO
- Resolution on the number of board directors
- Resolution on the number of auditors
- Resolution on the fees to the board of directors
- Resolution on the fees to the auditor
- Resolution on the board of directors and the chairman of the board
- Resolution on the auditor
- Resolution on nomination committee instruction
- Resolution on issue authorisation
- Resolution to call off LTI 2020 and withdraw the warrants
- Resolution to call off the Board of Directors’ Program and withdraw the warrants
PROPOSALS FOR RESOLUTIONS
Nomination Committee’s proposal
Election of chair of the annual general meeting (item 1), Resolution on the number of board directors (item 8), Resolution on the number of auditors (item 9), Resolution on the fees to the board of directors (item 10), Resolution on the fees to the auditor (item 11), Resolution on the board of directors and the chairman of the board (item 12), Resolution on the auditor (item 13) and Resolution on nomination committee instruction (Item 14)
The Nomination Committee has not submitted proposals in such a time that they could have been included in the notice. However, the Nomination Committee intends to present its proposals in sufficient time before the meeting, which will then be published in a press release and kept available on the company's website under "AGM 2021".
The Board’s Proposal
Appropriation of the company’s result according to the adopted balance sheet (item 7 b)
The board proposes that no dividend shall be paid out, instead the annual meeting shall have all available means totaling SEK 173,523,804, including 713,205,463 for the statutory reserve, Accumulated loss SEK 320,978,901 and this year’s loss on SEK 216,702,758, carried forward.
Resolution on Issue authorisation (item 15)
The board of directors propose that the annual general meeting resolves to authorise the board to, on one or more occasions until the next annual general meeting, with or without regard of shareholders’ pre-emption rights, and within the conditions in the articles of association that limits the amount of share capital and shares allowed, to resolve on issuance of shares, warrants and/or convertible bonds. The resolution may state that issuance of shares, warrants or convertibles shall be paid for with non-cash consideration, set-off issuance or in other ways subscribed in accordance with the conditions in chapter 13 section 5 first paragraph 6, chapter 15, section 5 first paragraph 6 or chapter 15, section 5 first paragraph 4 of the Swedish Companies Act.
Furthermore, the board propose that the CEO, or the one elected by the CEO, shall have the right to make minor adjustments in the provisions that may be demanded upon registration at the Companies Registration Office.
Resolution to call off LTI 2020 and withdraw the warrants (item 16)
At the annual general meeting held on 15 June 2020 the shareholders resolved to adopt a performance-based incentive program “LTI 2020” for certain employees and contractors within the company and company group, see item 14 in last year’s protocol from the annual general meeting on 15 June 2020, available at the company’s website www.brighter.se.
At the same annual meeting there was a proposal for resolution on delivery and cost-hedging measures for LTI 2020, “Cost-hedging Measures for LTI 2020”, see item 15 in the protocol in last year’s protocol from the annual general meeting on 15 June 2020, available at the company’s website www.brighter.se, and issuance of warrants “Warrants LTI 2020”.
The board has not implemented the annual meeting’s decision on LTI 2020. The incentive program has not been carried out. The board is of the opinion that the program is no longer relevant for a company after a year with big changes, not least professionally. The board therefore proposes that the program and warrants shall be cancelled. The board is currently evaluating the possibility and way of a new incentive program and may give a new proposal to the shareholders during the year.
In the light of what has been mentioned above, the board proposes to not carry out the incentive program that was decided upon on earlier meetings, instead the program shall be cancelled, and that the company does not carry out the Warrants LTI 2020 that has been allotted under Cost-hedging Measures for LTI 2020.
Resolution to call off the Board of Directors’ Program and withdraw the warrants ( item 17)
At the annual general meeting held on 15 June 2020 the shareholders resolved to adopt a incentive program “Director’s Program” for board directors within the company, see item 15 in last year’s protocol from the annual general meeting on 15 June 2020, available at the company’s website www.brighter.se.
At the same annual meeting there was a proposal for resolution on delivery and cost-hedging measures for LTI 2020, “cost-hedging measures for the Directors’ Program”, see item 17 in the protocol in last year’s protocol from the annual general meeting on 15 June 2020, available at the company’s website www.brighter.se, and issuance of warrants for directors “Warrants for Directors”.
The board has not implemented the Director’s Program and so no issuance has been carried out. The board is of the opinion that the program is no longer relevant for a company after a year with big changes, not least professionally. The board therefore proposes that the program and the warrants shall be cancelled.
In the light of what has been mentioned above, the board proposes to not carry out the Director’s Program that was decided upon on earlier meetings, instead the program shall be cancelled, and that the company does not carry out the Warrants for Directors that has already been allotted under Cost-hedging Measures for the Director’s Program.
Accounting documents and audit report for 2020 will, together with other resolution documents, be available at the company and at the company’s website, www.brighter.se, below ”AGM 2021” at the latest three weeks from the annual general meeting and shall immediately be sent without cost for the receiver, to shareholders that so requests and states their postal addresses. Such request shall be made in writing to the address Brighter AB (publ), Borgarfjordsgatan 18, 164 40, Kista or by email to firstname.lastname@example.org.
SHAREHOLDERS’ RIGHT TO REQUEST INFORMATION
Upon request by any shareholder and where the board of directors believes that such may take place without significant harm to the company, the board of directors and CEO shall provide information at the general meeting in respect to any circumstances which may affect the assessment of a matter on the agenda, any circumstances which may affect the assessment of the company’s or the company’s subsidiaries’ financial position, consolidated financial statements and the company’s relationship to another group company.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, please see https://www.euroclear.com/dam/ESw/Legal/Privacy_Notice_Boss_Final_SWE_30112020.pdf
Stockholm 18 May 2021
Brighter AB (publ)
The Board of Directors
For further information, please contact:
Brighter Investor Relations
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 are designed with a vision to facilitate the flow of real-life treatment data between chronic-disease patients, their loved ones and their care providers – aiming to improve 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. https://brighter.se/