Communication from the Annual General Meeting of Frill Holding AB
STOCKHOLM, June 22, 2021 13.30 CEST
At the Annual General Meeting of Frill Holding AB (publ) (the “Company”) on 22 June 2021, which was carried out solely by postal vote with the support of temporary statutory rules due to the coronavirus, the following decisions were made. All decisions were in accordance with the submitted proposals, which are described in detail in the AGM documents available on the company's website, www.frillholding.com.
Adoption of the income statement and balance sheet
It was decided to approve the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2020.
Decision on dispositions regarding the company's profit or loss
It was decided that no profit dividend will be paid and that available profits will be balanced in a new account.
Decision on discharge from liability
It was decided to grant all board members and the CEO discharge from liability for the management of the company’s affairs during the financial year 2020.
Election of board and auditor
It was decided that the board shall consist of six members. The Annual General Meeting resolved to re-elect Anna Hällöv, Peter Blom and Nici Ferber and to elect new members Henrik Hedelius, Henrik Palm and Fredrik Kling as Board members for the period until the end of the next Annual General Meeting. Andrew McKinley, Peter Freedman, Khosro Nikpay and Jan Åström are thus leaving the board.
It was decided to re-elect Henrik Hedelius as Chairman of the Board.
It was decided to appoint a registered auditing company without deputy auditors. The Annual General Meeting resolved to re-elect the registered auditing company Öhrlings PricewaterhouseCoopers AB as the company's auditor for the period until the end of the next Annual General Meeting. The authorized public accountant Claes Sjödin will be the principal auditor.
Fees to the board and auditor
It was decided that fees to the members of the Board shall be paid in the following amounts:
• SEK 150,000 to the Chairman of the Board; and
• SEK 75,000 each to each of the other non-employed board members.
It was decided that the auditor's fee shall be paid according to the approved invoice.
Resolution on amendment of the Articles of Association
It was decided to change (i) the company's company name to FUUD AB (publ) or, in the event that FUUD AB (publ) cannot be registered with the Swedish Companies Registration Office, FUUD United AB (publ) or, in the event that FUUD United AB (publ) can not be registered with the Swedish Companies Registration Office, FUUD Holding AB (publ) and (ii) the Articles of Association's limits for the share capital and the number of shares so that the share capital shall be at least 10 150 000 SEK and the maximum at 40 600 000 SEK and that the number of shares shall be at least 203 000 000 and the maximum shall be 812 000 000.
Until the new Articles of Association have been registered by the Swedish Companies Registration Office, the company will use the current company name Frill Holding AB (publ).
Decision on the establishment of a warrant-based incentive program for key personnel
It was decided to establish a warrant-based incentive program for key personnel in the group in which the company constitutes the parent company (the “Group”) through (A) a decision to issue a maximum of 18,507,717 warrants of series 2021/2024 to the company, and (B) a decision to approve of the transfer of warrants of series 2021/2024 from the company to key persons in the Group. The warrants are issued free of charge to the company, and shall be transferred to the key persons on market terms at a price determined on the basis of an estimated market value for the warrants using the Black & Scholes valuation model.
Each warrant entitles the holder to subscribe for one share in the company during the period from 1 July 2024 to 31 July 2024. According to the terms of the warrants, however, the period during which the option may be exercised may be extended if participants are prevented from exercising their warrants due to applicable insider trading laws or equivalent. The subscription price for new shares with the support of a warrant shall be set at an amount corresponding to 150 percent of the average volume-weighted payment price for the company's shares on the Nasdaq First North Growth Market during the period 21 May - 22 June 2021.
Upon full exercise of the warrants, the company's share capital increases by SEK 925,385.85.
The full terms and conditions of the warrants are available on the company's website, www.frillholding.com. According to the terms of the warrants, the subscription price and the number of shares that each warrant entitles to subscribe for may be subject to recalculation in certain cases.
Decision on a private placement to Board member and CEO Peter Blom
It was decided on a directed new issue of a maximum of 2,091,020 shares, entailing an increase in the share capital by a maximum of SEK 104,551. The right to subscribe for shares shall, with deviation from the shareholders' preferential rights, accrue to the company's board member and CEO Peter Blom or a company controlled by him. The reason for the deviation from the shareholders' preferential rights is that the new share issue follows from the agreement entered into. The subscription price amounts to SEK 0.813 per share, corresponding to an issue proceeds at full subscription of SEK 1,699,999.26. The subscription price has been determined through agreements in connection with the issue of convertibles and is assessed market-based.
Subscription for shares must take place before 31 July 2021 and payment must be made in cash at the same time as subscription takes place. The Board may grant set-off on the conditions for set-off with the support of ch. Section 41 of the Swedish Companies Act is complied with.
Resolution authorizing the Board of Directors to decide on the issue of shares, warrants and / or convertibles
It was decided to authorize the Board of Directors to, within the framework of the Articles of Association for the current limits for shares and share capital, on one or more occasions, during the period until the next Annual General Meeting, decide on the issue of shares, warrants and / or convertibles with or without preferential rights for shareholders. Such an issue decision must be able to be made with a provision on non-cash, set-off or cash payment.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is that issues should be able to take place to increase the company's financial flexibility and enable the company to fully or partially finance any company acquisitions by issuing financial instruments in connection with acquisitions, alternatively to raise capital for such acquisitions.
Decision on principles for the appointment of the Nomination Committee and instructions for the Nomination Committee
It was decided to adopt principles for the appointment of a nomination committee and instructions for the nomination committee. According to these principles, the company shall have a nomination committee consisting of a representative of each of the three largest shareholders in the company based on shareholder statistics from Euroclear Sweden AB as of the last banking day in September the year before the Annual General Meeting and other reliable owner information provided to the company. time.
Frill is an innovative company that has developed a unique food tech platform for the development of products within functional foods. Through organic growth and acquisition strategy, the company will become a leading company in Functional foods in the Nordic region and contribute to better health and quality of life. Current brands within the Frill Group are: iQ Fuel, Homie Life in Balance, Bezzt of Nature, Nathalie’s Direct Trade, Frill, Add Ice Cream, Juica and Beijing8.
Frill Holding creates useful dietary alternatives based on scientific facts and delivers affordable and healthy diets to consumers. The company is based in Stockholm and is listed on the Nasdaq First North Growth Market, short name FRILL. FNCA Sweden AB is the company's Certified Adviser. Tel. +46 (0) 8 528 00 399, email email@example.com
The Frill Group consists of ten companies: Frill Holding AB (publ), Add Nutrition AB, Zendegii Frill Ltd. (UK), Frill Inc. (USA), Bezzt AB, Kling Homie AB, Nathalies Direct Trade AB, Juica Sverige AB, iQ Fuel AB and B8 Sverige AB.