Communiqué from the Annual General Meeting of Plejd AB 27th of April 2023

The annual general meeting 2023 ("AGM") of Plejd AB ("Plejd" or the "Company") was held on 27 April 2023 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 and the balance sheet in Plejd and 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 2022.

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 five 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 remuneration to each director elected by the meeting and who is not employed by the Company or the group shall be SEK 160,000 (SEK 160,000 previous year) and the chair of the board of directors is to receive SEK 350,000 (SEK 350,000 previous year), in total SEK 990,000 (SEK 1,310,000 previous year).

It was further resolved that the remuneration for committee's work shall be paid to the board of directors and the members of the established committees in the following amounts: SEK 70,000 to the chair of audit committee and SEK 35,000 to the other members of the audit committee and SEK 35,000 to the chair of the remuneration committee and SEK 15,000 to the rest of the members of the remuneration committee.

The AGM resolved that the auditor shall be entitled to a fee in accordance with approved invoice.

It was resolved, in accordance with the nomination committee's proposal, to re-elect Ylwa Karlgren, Nico Jonkers, Erik Calissendorff and Halldora von Koenigsegg as directors of the board. It was also resolved to elect Anders Persson new director. Ylwa Karlgren was re-elected 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 its appointment of the authorized auditor Johan Malmqvist as main responsible auditor.

Guidelines for remuneration of the board and executive management

The AGM resolved, in accordance with the boards' proposal, to adopt guidelines for remuneration of the board and executive management. The guidelines are unchanged from previous year.

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. The principles are unchanged from previous year.

Members of the nomination committee

It was resolved, in accordance with the nomination committee's proposal, to re-elect Suzanne Sandler, appointed by Handelsbanken Fonder AB, Erik Calissendorff, appointed by Tansaki Aktiebolag, Iman Habib, appointed by Pluspole Group and Halldora von Koenigsegg, appointed by Christian von Koenigsegg as members of the nomination committee.

Amendment of the articles of association

The AGM resolved, in accordance with the board's proposal, to amend the Articles of Association regarding the limits for the share capital and the limits for the number of shares and some minor format adjustments.

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.

The primary purpose of the authorization is for the board of directors to be able to resolve to issue new shares, without preferential rights, in order to raise new capital which will increase the Company's flexibility or in connection with acquisitions or as payment for additional considerations in regards to already finalized acquisitions.

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.

Resolution regarding incentive program 2023/2026 for senior executives and employees through issuance of warrants

• The AGM resolved, in accordance with the boards' proposal, to implement an incentive program through issuance and transfer of a maximum of 150,000 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 2023/2026"). The Company's share capital may increase with a maximum of SEK 22,500. 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 (1) new share in the Company during the period from 1 May 2026 up to an including 31 July 2026 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 170 percent of the volume weighted average price at Spotlight Next during the period from 13 April 2023 up to and including 26 April 2023.
• The AGM further resolved, in accordance with the boards' proposal, to approve that the Company may transfer the number of warrants in the Subsidiary of series 2023/2026, 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 2023/2026.

The maximum dilution of Incentive Program 2023/2026 is estimated to be a maximum of approximately 1.47 percent of the total number of shares and votes in the Company, assuming full subscription and exercise of all warrants offered. The maximum dilution of Incentive Program 2023/2026 plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 5.80 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 website, www.plejd.com.

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.