Official notification of the annual general meeting.

Brighter AB (publ) will hold its Annual General Meeting (AGM) on Thursday 9th of May, at 11:00, at the offices of Brighter AB, Norgegatan 2 in Kista, Sweden.

RIGHT TO PARTICIPATE AND REGISTRATION 

Those who wish to participate in the Meeting must: 

  • Be registered as a shareholder in the shareholder register maintained by Euroclear Sweden AB by Friday 3rd of May 2019 and,
  • Inform the company of their intent to participate in the Meeting by Friday 3rd of May 2019 at the latest.

Registration of participation must be made in writing to – preferably – 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 representatives who possess a written, signed and dated power of attorney letter in original form. A power-of-attorney form will be provided upon request and will be available on the company’s website, www.brighter.se, as of no later than three 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 authorisation for the legal person must be enclosed. To facilitate entry to the Meeting, power of attorney forms in original, proof of registration and other forms of authorisation should be submitted to the company at the aforementioned address by Friday 3rd of May 2019 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 Friday 3rd of May 2019. This registration can be temporary. 

PROPOSED AGENDA 

1)     Opening of the Meeting.

2)     Election of the Chairman of the Meeting.

3)     Election of keeper of the Minutes.

4)     Election of two officers to verify the minutes.

5)     Preparation and approval of the list of shareholders entitled to vote at the Meeting.

6)     Approval of the agenda.

7)     Determination of whether the Meeting has been duly convened.

8)     Presentation of the annual report and the auditors’ report for 2018.

9)     Resolutions concerning:

a)     the adoption of the income statement and balance sheet for 2018.

b)     dispositions concerning the company’s profit or loss as shown in the balance sheet adopted by the Meeting.

c)     discharge of the Board members and the CEO from personal liability for their administration during 2018.

10)  Determination of the fees to be paid to Board members.

11)  Election of the Chairman of the Board, deputy Chairman and other members of the Board, and any deputy members.

12)  Resolution concerning the number of auditors and deputy auditors.

13)  Determination of the fees to be paid to the auditor.

14)  Election of the auditor and any deputy auditors.

15)  Resolution to amend the Articles of Association in regards to share capital and amount of shares.

16)  Resolution concerning the issuance of warrants, as well as the approval of the transfer of warrants to the company’s Board members.

17)  Resolution concerning the issuance of warrants, as well as the approval of the transfer of warrants to employees and key members of the company.

18)  Resolution concerning the authorisation of an issuance.

19)  Conclusion of the Meeting.

PROPOSALS 

Resolution on dispositions concerning the company’s profit or loss as shown in the balance sheet adopted by the Meeting (item 9 b) 

The Board proposes that the funds available to the general meeting (SEK)  

Retained Earnings          -156 537 896 

Share premium reserve   243 138 814 

Loss for the year              -50 974 086 

                                        35 626 832  

Disposed so that 

in new account,                 35 626 832   be carried forward. 

Determination of the fees to be paid to Board members, election of the Chairman and other members of the Board and any deputy members, resolution concerning the number of auditors and deputy auditor's, determination of the fees to be paid to the auditor, and the election of the auditor and any deputy auditors (items 10-14) 

The Chairman of the Election Committee has notified the company’s Board of his intent to propose that the AGM resolve on certain resolutions as follows: 

Item 10: That each of the Board members be paid a fee of SEK 100,000 and that the Chairman of the Board be paid a fee of SEK 200,000. The Chairman of the Audit Committee shall receive SEK 20,000 for the committee work. The Chairman of the Remuneration Committee shall receive SEK 20,000 for the committee work.  

Item 11: That Lars Flening, Catarina Ihre and Jan Stålemark be re-elected to the Board. That Truls Sjöstedt, Tove Andersson and Emanuel Lipschütz be elected as new Directors of the Board and Truls Sjöstedt be elected as the new Chairman of the Board.  

Item 12: That there be one auditor with no deputy auditors. 

Item 13: That the auditor be paid upon the approval of invoices. 

Item 14: That the auditing firm Öhrlings PricewaterhouseCoopers AB be re-elected auditor. If this resolution passes, Öhrlings PricewaterhouseCoopers AB intends to re-appoint Bo Magnus Lagerberg as the Chief Auditor.  

Resolution to amend the Articles of Association (item 15) 

Proposal for a decision to change the composition of the Board: 

The Board of Directors shall consist of 3-10 members without deputies. 

Proposal for a decision to increase the share capital: 

The share capital amounts to a minimum of SEK 3,825,456.60 and a maximum of SEK 15,301,826.40. The number of shares shall be at least 76,509,132 and at most 306,036,528. 

Notice of Annual General Meeting: 

Notice of a general meeting shall be made through advertising in Post- och Inrikes Tidningar and on the company's website. The fact that notice has occurred shall be announced in Svenska Dagbladet. 

To attend the general meeting, shareholders must register with the board on the date stated in the notice of the meeting. This day may not be Sunday, another public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and not fall earlier than the fifth weekday before the meeting. Shareholders may bring one or two assistants to a general meeting, but only if the shareholder has notified the company in the manner stated above. 

Annual General Meeting: 

The Annual General Meeting is held annually within six months of the end of the financial year. 

At the Annual General Meeting, the following matters shall be present. 

1. Election of Chairman of the Meeting; 

2. Establishment and approval of voting list; 

3. Approval of agenda; 

4. Election of one or two adjustment persons; 

5. Examination of whether the meeting has been duly convened; 

6. Presentation of the presented annual report and auditor's report, and, where applicable, the consolidated accounts and the consolidated auditor's report; 

7. Decisions 

a) determining the income statement and balance sheet, and, if applicable, the consolidated income statement and the consolidated balance sheet, 

b) on disposals of profit or loss according to the established balance sheet; 

c) discharge from liability for board members and the CEO; 

8. Determination of board and auditor's fees; 

9. Election of Board of Directors and Audit Firms or Auditors and any Deputy Auditors; 

10. Other matter, which arrives at the meeting according to the Swedish Companies Act or the Articles of Association. 

Record day provision: 

The company's shares shall be registered in a record register in accordance with the Swedish Central Securities Depository Act (1998: 1479) and the accounting of financial instruments. 

Resolution on the issuance of warrants, as well as the approval of the transfer of warrants to the Company’s Board members Series I 2019/2022 (item 16) 

The shareholder Agneta Prost proposes that the Annual General 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 798,000 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 39,450.

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 May 11, 2019. 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 2019 AGM, as well as to any Board members who are elected in the period until the 2020 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 or the Subsidiary at the time of the acquisition.

Group 1  Chairman  A maximum total of 295,875. 
Group 2  Other members  A maximum total of 493,125, of which no more than 98,625 per person. 

6)     The sum paid for the warrants that are transferred from the Subsidiary to the Boardmembers must be at a market rate, which is determined by applying the valuation model of Black & Scholes or other validated 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 of one month after the Company's half-year report for Q2 2019 have been published, and (ii) during a period beginning the day after the Company's interim report for Q3 2019 has been published and ending 31 December 2019. The warrants that are offered according to the table above may first be acquired by new Board members in a month after the Company's half-year report for Q2 2019 has been published, 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 interim report for Q1 2020.

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, 2019 at the latest, may be acquired by new Board members over a period of one month after the publication of the Company’s 2019 Q4 interim report.

7)     The program may, upon full participation and full subsequent subscription of shares with the support of the warrants, based on the total number of registered shares and votes at the time of this proposal of 77,781,396, mean a dilution of no more than 1 per cent of the total number of shares and votes in the Company. The dilution effect of the program under this item 16, taking into account full subscription and utilization of all offered warrants pursuant to item 17, that all outstanding warrants transferred from the Subsidiary today have been utilized and that 1,328,000 warrants in programs 2016/2019 Series I, 2017/2020 Series I & II and 2018/2021 Series I & II are cancelled and in addition, convertible debentures of a total of SEK 8,400,000 is calculated to be 10 percent. At the date of this notice, the Board of Directors has resolved to cancel 1,328,000 warrants in Program 2016/2019 Series I, 2017/2020 Series I & II and 2018/2021 Series I & II, which is expected to be registered with the Swedish Companies Registration Office at the time of the AGM. The reason for the cancellation is to reduce the dilution effect that may arise from all the warrants and convertibles issued in the Company.

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 corresponding to 300% of the lowest average volume weighted daily price of Brighter's share for the 60 trading days before the 2019 AGM.

b)     The share price and the number of shares that can be subscribed for with the backing of a warrant may be subject to adjustments according with the full terms of the warrants.

c)     Shares backed by warrants can be subscribed for over (i) a period of a month beginning the day after the Company’s half-year report for Q2 2022 has been published, and over (ii) a period starting the day after the publication of the Company’s interim report for Q3 2022 until December 31, 2022.

10)  It is proposed that the Board or whoever the Board of Directors elects to be authorized to take the minor adjustments to this decision that may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.

11)  The Annual General Meeting of the Subsidiary shall also approve the subsequent transfer of warrants as described above.

Reasons for the deviation from the shareholders’ preferential rights include the following. The shareholder who has 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. Furthermore, it is deemed to be beneficial for the Company and its shareholders if  the Board members have 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. The costs will therefore only consist of limited costs for implementation and administration of the 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.

A valid resolution pursuant to this item requires approval of shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.

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 2019/2022 - (item 17) 

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 1,578,000 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 78,900.

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 May 11, 2019, 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 or the Subsidiary at the time of the acquisition.

Group 1  CEO  A maximum total of 578,000 warrants. 
Group 2  Other key members of the Company  A maximum total of 500,000 warrants, of which no more than 400,000 per person. 
Group 3  New key members of the Company   A maximum total of 500,000 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 valuation model of Black & Scholes or other validated 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 of one month after the company’s interim report for Q2 2019 has been published, and over (ii) a period beginning the day after the company’s interim report for Q3 2019 has been published and ending on 31 December 2019. The warrants that are offered under section 5 a) above may first be acquired by the Participants in Group 3 over a one-month period after the company’s interim report for Q2 2019 has been published, and subsequently for periods of one month following the publication of each of the company’s subsequent interim reports (meaning the four annual interim reports), though no later than one month after the publication of the company’s interim report for Q1 2020.

7)     The program may, upon full participation and full subsequent subscription of shares with the support of the warrants, based on the total number of registered shares and votes at the time of this proposal of 77,781,396, mean a dilution of 2 percent of the total number of shares and votes in the Company. The dilution effect of the program under this item 17, taking into account full subscription and utilization of all offered warrants pursuant to item 16, that all outstanding warrants transferred from the Subsidiary today have been utilized and that 1,328,000 warrants in programs 2016/2019 Series I, 2017/2020 Series I & II and 2018/2021 Series I & II are cancelled and in addition, convertible debentures of a total of SEK 8,400,000 is calculated to be 10 percent. At the date of this notice, the Board of Directors has resolved to cancel 1,328,000 warrants in Program 2016/2019 Series I and 2017/2020 Series I & II and 2018/2021 Series I & II which is expected to be registered with the Swedish Companies Registration Office at the time of the AGM. The reason for the cancellation is to reduce the dilution effect that may arise from all the warrants and convertibles issued in the Company.

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 corresponding to 300% of the lowest average volume weighted daily price of Brighter's share for the 60 trading days before the 2019 AGM.

b)     The share price and the number of shares that can be subscribed for with the backing of a warrant may be subject to adjustments according with the full terms of the warrants.

c)     Shares backed by warrants can be subscribed for over (i) a period of a month beginning the day after the Company’s half-year report Q2 2022 has been published, and over (ii) a period starting the day after the publication of the Company’s interim report Q3 2022 until December 31, 2022.

10)  It is proposed that the Board or whoever the Board of Directors elects to be authorized to take the minor adjustments to this decision that may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.

11)  The Annual General Meeting of the Subsidiary shall also approve the subsequent transfer of warrants as described above.

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. The costs will therefore only consist of limited costs for implementation and administration of the 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.

A valid resolution pursuant to this item requires approval of shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.

Resolution concerning the authorisation of an issuance (item 18) 

The Board proposes that the AGM resolve on the matter primarily as follows: 

The Board is to be authorised to, on one or more occasions prior to the next AGM, resolve on the new issuance of shares, the issuance of warrants, and/or the issuance of convertibles primarily as follows: 

The issuance is to be able to be conducted with or without deviating from the shareholders’ preferential rights. 

The authorisation is to include the right to resolve on an issuance in exchange for cash payment, offset payment or payment in kind, and in other respects be compatible with the conditions stipulated in chapter 2, section 5, second paragraph 1-3 and 5 in the Swedish Companies Act. 

The company shall  comply with the available guidelines to ensure shareholders' interests in the best way when using the authorisation of an issuance.  

SPECIFIC MAJORITY REQUIREMENTS (item 19) 

For resolutions on items 16 and 17 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.  

For the resolution on item 18 to be valid, the resolution must be approved by shareholders representing at least two-thirds 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 AGM from the Board and the CEO under chapter 7, section 32 of the Swedish Companies Act. 

DOCUMENTATION 

The financial statements and auditor’s report are available at the company’s offices and on the company’s website, www.brighter.se. The complete resolutions concerning Items 16-18 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, April 2018 

Brighter AB (publ) 

Board of Directors 

For further information, please contact:

Truls Sjöstedt, CEO
Phone: +46 709 73 46 00
E-mail: truls.sjostedt@brighter.se

About Brighter AB.
Brighter is a Swedish-based company that, from a unique IP portfolio, creates smart solutions for one of healthcare’s biggest challenges: 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 their close associates, healthcare providers, research institutes, the pharmaceutical industry, and society as a whole. 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.sewww.eminova.se.

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. Brighter is certified under ISO 13485. In 2019 the company won the Swecare Rising Stars Award. https://brighter.se/ The Company's shares are listed on Nasdaq First North Growth Market/BRIG. Brighter’s Certified Adviser is Eminova Fondkommission AB +46 (0)8 – 684 211 00, info@eminova.se, www.eminova.se

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