Communiqué from the Annual General Meeting of Plejd AB

Tue, Apr 23, 2024 15:37 CET

The 2024 annual general meeting ("AGM") of Plejd AB ("Plejd" or the "Company") was held on 23 April 2024 in Mölndal, and the following resolutions were passed by the meeting.

Adoption of the income statement and the balance sheet

The AGM resolved to adopt the income statement, the balance sheet in Plejd, the consolidated income statement, and the consolidated balance sheet.

Allocation of profit

The AGM resolved not to pay any dividend to the shareholders and that the previously accrued profits, including the share premium account and year result would be carried forward.

Discharge from liability

The board of directors and the CEO were discharged from liability for the financial year 2023.

Fees to the board of directors and to the auditors and election of the board of directors and auditors

The AGM resolved, in accordance with the nomination committee's proposal, that the board of directors shall consist of six directors without deputies and that the Company shall have one registered auditing firm as auditor.

The AGM further resolved, in accordance with the nomination committee's proposal, that the board fees shall amount to a total of SEK 1,500,000 (SEK 1,195,000 previous year) and be paid to the directors of the board and members of the established committees as follows:

SEK 385,000 (SEK 350,000 previous year) to the chair of the board and SEK 175,000 (SEK 160,000 previous year) to the other directors;
SEK 80,000 (SEK 70,000 previous year) to the chair of the audit committee and SEK 40,000 (SEK 35,000 previous year) to the other members of the audit committee; and
SEK 40,000 (SEK 35,000 previous year) to the chair of the remuneration committee and SEK 20,000 (SEK 15,000 previous year) to the other members of the remuneration committee.

It was further resolved that the auditor shall be entitled to a fee in accordance with the approved invoice.

The AGM resolved, in accordance with the nomination committee's proposal, to re-elect the current directors Ylwa Karlgren, Erik Calissendorff, Nico Jonkers, Halldora von Koenigsegg, and Anders Persson, and to elect Magnus Zederfeldt as a new director. It was further resolved to re-elect Ylwa Karlgren as chair of the board.

Öhrlings PricewaterhouseCoopers AB was re-elected as the Company auditor for a period up until the end of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has announced that the authorized auditor, Johan Malmqvist, continues as the main responsible auditor.

Adoption of principles for the nomination committee

The AGM resolved, in accordance with the nomination committee's proposal, to adopt the principles of the nomination committee to be in force until further notice.

Members of the nomination committee

The AGM resolved, in accordance with the nomination committee's proposal, to re-elect the current members Halldora von Koenigsegg, appointed by Christian von Koenigsegg, Iman Habib, appointed by Pluspole Group, Erik Calissendorff, appointed by Plejd Grundare, and Marcus Neckmar, appointed by Andra AP-fonden, as members of the nomination committee.

Authorization for the board to resolve on issuances

The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 10 percent of the Company's share capital after dilution based on the number of shares in the Company at the time when the authorization is first used, to be paid in cash, through set-off or in kind.

A new share issue resolved on the basis of the authorization shall be made in order to provide the Company with working capital. If the board of directors resolves on a new issue with deviation from the shareholders' preferential rights, the reason shall be to provide the Company with working capital and/or new owners of strategic importance to the Company and/or acquisitions of other companies or businesses.

Issuance of new shares, pursuant of the authorization, shall be carried out on customary terms and conditions under prevailing market conditions. The allocation of shares can, if the board of directors finds it appropriate, be with a subscription price corresponding to the share's quota value.

Implementation of an incentive program for senior executives, employees and other key persons through issuance of warrants

The AGM resolved, in accordance with the board of directors' proposal, to implement an incentive program through issuance and transfer of a maximum of 220,000 warrants to senior executives, employees and other key persons within the Company and the company group and to Plejd Service AB, reg. no. 556913-1443, (the "Subsidiary"), with subsequent transfer to senior executives, employees and other key persons within the Company and the company group ("Incentive program 2024/2027"). The Company's share capital may increase with a maximum of SEK 33,000. The warrants shall entitle to subscription of new shares in the Company.

The Subsidiary has the right to subscribe for warrants without consideration and the senior executives, employees and key persons in the Company and company group in Sweden have the right to subscribe for the warrants at a price equal to the warrant's market value, which shall be calculated according to the Black & Scholes valuation model.
Each warrant entitles to subscription of one new share in the Company during the period from 1 May 2027 up to an including 31 July 2027 or the earlier date set forth in the terms for the warrants. The board of directors shall have the right to extend the time for subscription for shares in the event that participants are prevented from subscribing for shares at the end of the subscription period due to the EU Market Abuse Regulation.
The subscription price shall be determined to an amount equal to 200 percent of the volume weighted average price at Spotlight Next during the period from 9 April 2024 up to and including 22 April 2024.

The AGM further resolved, in accordance with the board of directors' proposal, to approve that the Subsidiary may transfer the number of warrants in the Company of series 2024/2027, that are not subscribed for by existing individuals eligible for subscription, to future senior executives, employees and other key persons within the Company and company group, or in any other matter dispose of the warrants to fulfill the obligations under Incentive Program 2024/2027.

The maximum dilution of Incentive Program 2024/2027 is estimated to be a maximum of approximately 1.93 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of Incentive Program 2024/2027 plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 3.27 percent, assuming full subscription and exercise of all warrants offered and outstanding.

For further details regarding the resolutions set out above, refer to the notice, the annual reports and the nomination committee's proposals available at the Company's investor page, www.plejd.com/investors.

For further information

Phone: +46 (0) 10 207 89 01

E-mail: investor@plejd.com

About the company

Plejd is a leading Nordic supplier of smart lighting controls. By focusing on the user experience, smart lighting controls are made easy and available to everyone.