Notice of Annual General Meeting in Plejd AB

Fri, Mar 22, 2024 08:39 CET

The shareholders of Plejd AB, reg. no. 556790-9477 (the "Company"), are hereby invited to the annual general meeting on Tuesday 23 April 2024 at 10:00 CET at the address Krokslätts fabriker 30, floor 3 in Mölndal. The entrance to the meeting will open at 9:15.

Right to attend and notification

Shareholders who wish to attend the annual general meeting must:

on the record date, which is Monday 15 April 2024, be registered in the share register maintained by Euroclear Sweden AB; and
notify the Company of their participation and any assistants (no more than two) in the annual general meeting no later than Wednesday 17 April 2024. The notification shall be in writing to Plejd AB, Attn: AGM, Krokslätts fabriker 27 A, 431 37 Mölndal or via e-mail to investor@plejd.com. The notification should state the name, personal/corporate identity number, shareholding, address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

Nominee shares

Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than Monday 15 April 2024 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Wednesday 17 April 2024 will be considered in preparations of the share register.

Proxy etc.

Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than on Wednesday 17 April 2024. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. Certificate of proxies are also accepted.

A proxy form will be available on the Company's investor page, www.plejd.com/investors, and will also be sent to shareholders who so request and inform the Company of their postal address.

Draft agenda

Opening of the meeting and election of chair of the meeting
Preparation and approval of the voting list
Approval of the proposed agenda
Election of one or more persons to certify the minutes
The issue of whether the general meeting has been duly called
Presentation of the annual report and auditor's report and the group annual report and the group auditor's report
Resolutions regarding:
1. adoption of income statement and balance sheet and, if any, the group income statement and the group balance sheet,
2. the profit or loss of the ompany in accordance with the adopted balance sheet, and
3. discharge from liability for the board of directors and the managing director.
Determination of fees to the board of directors and to the auditors
Election of the board of directors and auditors
Resolution regarding adoption of principles for the nomination committee
Election of members of the nomination committee
Resolution regarding authorization for the board to issue shares, warrants and/or convertibles
Resolution regarding implementation of an incentive program for senior executives, employees and other key persons through issuance of warrants
1. Resolution regarding issue of warrants
2. Resolution regarding approval of transfer of warrants
3. Preparations of incentive program etc. (it is noted that this is not a topic for resolution)
Closing of the meeting

Proposed resolutions

Item 1: Opening of the meeting and election of the chair of the meeting

The nomination committee proposes that the chair of the board, Ylwa Karlgren, is appointed as chair of the annual general meeting or, in her absence, the person appointed by her.

Item 7.b: Resolution regarding the profit or loss of the company in accordance with the adopted balance sheet

The board of directors proposes that all funds available for the annual general meeting shall be carried forward.

Item 8-9: Determination of fees to the board of directors and to the auditors and election of the board of directors and auditors

The nomination committee proposes that the board of directors shall consist of six directors without deputies.

The nomination committee further proposes that the Company shall have one registered auditing firm as auditor without deputies.

The nomination committee proposes 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 is proposed that the board fees shall be paid to all directors with no exceptions for major shareholders or employees of the Company.

The nomination committee proposes that the fees to the auditor shall be paid in accordance with the approved invoice.

The nomination committee proposes the re-election of the current directors, Ylwa Karlgren, Erik Calissendorff, Nico Jonkers, Halldora von Koenigsegg, and Anders Persson, and the election of Magnus Zederfeldt as new director. It is further proposed that Ylwa Karlgren be re-elected as chair of the board.

The nomination committee further proposes, in accordance with the audit committee's recommendation, the re-election of the registered audit firm Öhrlings PricewaterhouseCoopers AB as the Company's 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.

Further information regarding the director proposed for new election

Name: Magnus Zederfeldt

Year of birth: 1962

Nationality: Sweden

Education and background

Business Economist, Lund University. Has over 25 years of experience from senior positions in sales and marketing in international product companies, including Ericsson Mobile and Axis. Currently working as a senior advisor in sales strategy and internationalization.

Direct or related person ownership in the Company

500 shares.

Independence

According to the nomination committee's assessment, Magnus Zederfeldt is independent in relation to the Company and the Company's management, and independent in relation to the Company's major shareholders.

Independence in accordance with the Swedish Corporate Governance Code

After an assessment of the proposed directors' independence the nomination committee has found that their proposal for the composition of the board of directors of the Company fulfills the requirements stipulated in the Swedish Corporate Governance Code. With respect to the proposed members of the board, Erik Calissendorff may be considered dependent in relation to the Company. Halldora von Koenigsegg may be considered dependent in relation to major shareholders. The other proposed directors are considered independent to the Company, the management of the Company, and the Company's major shareholders.

Further information regarding the for re-election proposed directors is available at the Company's investor page, www.plejd.com/investors, and will also be included in the annual report for 2023.

Item 10: Resolution regarding adoption of principles for the nomination committee

The nomination committee proposes that the following principles for the nomination committee be adopted to be in force until further notice:

The nomination committee shall consist of a minimum of three (3) and a maximum of six (6) members. The members shall be elected at the ordinary annual general meeting.

The company's four (4) largest shareholders by voting power, or the group of shareholders in accordance with item 2 ("Major Shareholders"), shall be invited to appoint a representative to the nomination committee. If any of the Major Shareholders waives its right to appoint a member to the nomination committee, the next Major Shareholder in order of size shall be given the opportunity to appoint a member to the nomination committee. If any Major Shareholder consulted waives its right to appoint a member to the nomination committee, no more than eight (8) of the largest Major Shareholders need to be consulted unless this is required for at least three members to be appointed. In addition, one member may represent the smaller shareholders and the chair of the board shall be co-opted.

Board members may be members of the nomination committee but shall not constitute a majority of the members of the nomination committee. The managing director shall not be a member of the nomination committee. At least one of the members of the nomination committee shall be independent of Major Shareholders representing more than 10% of the votes in the company.

The term of office of the nomination committee extends until the appointment of a new nomination committee.

In order to decide who the largest shareholders are, the nomination committee shall use shareholder statistics from Euroclear Sweden AB as of the last banking day in December, the year before the annual general meeting, and other reliable shareholder information provided to the company at that time. When assessing who the largest shareholders are in terms of votes, a group of shareholders shall be considered as one shareholder if they (i) have been grouped in the Euroclear Sweden system or (ii) have publicly and in writing notified the company that they have made a written agreement to exercise their voting rights in a coordinated manner.
If the list of shareholders changes after the nomination committee has been constituted, any new shareholder among the four largest shareholders shall contact the nomination committee with a request to appoint a member. If no new shareholder has contacted the nomination committee, but a Major Shareholder who has appointed a member of the nomination committee has reduced its holding by more than 50% and is no longer a Major Shareholder, the nomination committee shall contact the other shareholders in order of size according to the latest reliable shareholder information provided to the company at that time. The nomination committee is only required to contact shareholders until the nomination committee can ensure that it remains independent and has a sufficient number of members, even if the member appointed by the former Major Shareholder ceases to be a member.

In the event of the above changes in the list of shareholders, all members of the nomination committee shall be informed of the change.

If the nomination committee is full and the change in ownership is significant where important competence can be added to the nomination committee, a member appointed by a Major Shareholder who no longer belongs to the four largest shareholders may make their seat available, and the new shareholder may be allowed to appoint a member.

In the event of any change in the composition of the nomination committee, the company shall be informed so that it can send a notice about the change in the nomination committee.

Regardless of the above, the composition of the nomination committee should not be changed later than three (3) months before the annual general meeting.

The nomination committee shall establish written rules of procedure for its work. Together with the rules of procedure, contact details for the nomination committee shall be published on the website.
The company shall publish changes in the nomination committee's composition as soon as the change has occurred. In this way, all shareholders shall be informed of the persons who can be contacted in nomination matters.
The nomination committee shall act in the interest of all shareholders and submit proposals to the general meeting regarding:

election of the chair of the annual general meeting;
election of the chair of the board of directors and other directors of the board;
remuneration to be distributed between the chair and other directors;
election and remuneration of the auditor and deputy auditor (if applicable);
decision on principles for the appointment of the nomination committee (if applicable); and
election of the members of the nomination committee (if applicable).

The nomination committee shall evaluate the composition of the current board based on the market's requirements for independence, gender equality, and the company's situation. The nomination committee shall establish a requirement profile for new members who need to be recruited.
The nomination committee shall submit a report on how the nomination committee's work has been conducted. The nomination committee's proposal for election shall be published on the company's website and in the notice of the annual general meeting. The chair of the nomination committee shall attend the annual general meeting and present the work of the nomination committee and the nomination committee's proposals for resolutions.
Remuneration shall not be paid to the members who are appointed and represent Major Shareholders. Nomination committee members representing smaller shareholders may be remunerated by the company. The nomination committee shall be entitled to charge the company with costs in agreement with the managing director, for example, for recruitment consultants or other costs required for the nomination committee to fulfill its assignment.

Item 11: Election of members of the nomination committee

In accordance with the principles for the nomination committee, the nomination committee proposes the re-election of 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.

Item 12: Resolution regarding authorization for the board to issue shares, warrants, and/or convertibles

The board of directors of the Company proposes that the annual general meeting of the shareholders resolves 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.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Swedish Companies Registration Office.

Item 13: Resolution regarding implementation of an incentive program for senior executives, employees and other key persons through issuance of warrants

The board of directors of the Company proposes that the annual general meeting resolves to implement an incentive program through issuance of 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") in accordance with the below.

Background and rationale

The purpose of the proposal is to establish conditions to maintain and increase the motivation of senior executives, employees and other key persons within the Company and company group. The board of directors finds that it is in all shareholders' interest that senior executives, employees and other key persons, which are considered important to the development of the company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company's shareholders and the participant.

Resolutions in accordance with items 13.a and 13.b below shall be made as one resolution and are therefore conditional upon each other.

A description of other incentive programs, the preparation of the proposal, costs for the program and effect on important key figures etc. is presented in item 13.c.

Item 13.a: Resolution regarding issue of warrants

The board of directors of the Company, proposes that the annual general meeting resolves to issue a maximum of 220,000 warrants, which may result in a maximum increase in the Company's share capital of SEK 33,000. The warrants shall entitle to subscription of new shares in the Company.

The following terms shall apply to the issuance:

The warrants shall be subscribed for by senior executives, employees and key persons in the Company and company group and to the Subsidiary, with the right and obligation to, at one or several occasions, transfer the warrants to senior executives, employees and key persons, who are or will become employed by the Company or within the company group.

The warrants shall be subscribed for as of 24 April 2024 up to and including 31 July 2024 on a separate subscription list, with a right for the board to extend the subscription period.

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 or other generally accepted valuation model made by an independent appraiser, audit firm or valuation expert.

Senior executives, employees and key persons within the Company and company group will within Incentive Program 2024/2027 be offered to subscribe for warrants divided into two different categories as set out below:

the management of the company group comprising of up to 60 positions, where the managing director may acquire a maximum of 10,000 warrants and the other positions a maximum of 5,000 warrants, in total 180,000 warrants; and
a maximum of 170 other employees within the company group are offered to subscribe for a maximum of 1,500 warrants each and in total 170,000 warrants.

The Subsidiary has the right to subscribe for the warrants which are not subscribed for by the categories set out above that later may be offered to current (who are not subscribing for their whole offered part) and future senior executives, employees and other key persons within the company group in accordance with the proposed allotment principles, in accordance with item 13.b.

Payment for subscribed warrants issued for payment shall be made in cash no later than on 31 August 2024, with a right for the board to extend the payment date.

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 calculated subscription price shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be rounded upwards to SEK 0.01. The subscription price may not amount to less than the quota value of the company's shares. Upon subscription of shares, the part of the subscription price that exceeds the quotient value of the previous shares shall be allocated to the non-restricted share premium fund.

A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

The purpose of the issuance and the deviation from the shareholders preferential rights is to implement the Incentive Program 2024/2027. The purpose is to establish conditions to maintain and increase the motivation of senior executives, employees and other key persons within the Company and company group. The board of directors finds that it is in all shareholders interest that senior executives, employees and other key persons, which are considered important to the future development of the company group, have a long term interest in developing high value of the Company's share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest between the participant and the Company's shareholders.

The complete terms and conditions for the warrants are set available on the Company's website no later than two weeks prior to the annual general meeting, including conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.

The board of directors or a person nominated by it, shall be authorized to make such minor adjustments as may be required in connection with registration of the resolution with the Swedish Companies Registration Office and, if applicable, Euroclear Sweden AB.

Item 13.b: Resolution regarding approval of transfer of warrants

The board of directors of the Company proposes that the annual general meeting resolves to approve that the Subsidiary may transfer the number of warrants in the Company of series 2024/2027, that are not subscribed for by the categories as set out in item 13.a, 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 Subsidiary shall be entitled to retain warrants that later may be offered to current (who are not subscribing for their whole offered part) and future senior executives, employees and other key persons within the company group in accordance with the proposed acquisition and allotment principles.

Future senior executives, employees and key persons within the Company and company group will within Incentive Program 2024/2027, be offered to acquire warrants in accordance with the principles for allotment set out in item 13.a.

The board of directors of the Company will not participate in Incentive Program 2024/2027 except for Erik Calissendorff, who may participate in the Incentive Program 2024/2027 due to his operational role and employment in the Company.

Notification to acquire warrants shall be made during the period from 24 April 2024 up to and including 31 July 2024.

Transfer of the warrants to participants shall be made at a price equal to the warrant's market value at the time of transfer, which shall be calculated according to the Black-Scholes valuation model or other generally accepted valuation model. Valuation of the options shall be performed by an independent appraiser, audit firm or valuation expert.

A general meeting in the Subsidiary shall also approve the transfer of warrants as above.

Item 13.c: Preparations of incentive program etc. (it is noted that this is not a topic for resolution)

Incentive Program 2024/2027 has been prepared by the board of directors and external advisors.

Incentive program 2024/2027

Subscription (except by the Subsidiary) and transfer of the warrants shall be made at a price equal to the warrant's fair market value. The warrants' fair market value, according to a preliminary valuation based on the market value of the underlying share of SEK 178.60, SEK 16.40 per warrant, assuming an exercise price of SEK 357.20 per share. The Black-Scholes valuation model has been used for the valuation, assuming a risk free interest rate of 2.46 percent and a volatility of 38 percent, and assuming that no dividends and other distributions to shareholders are expected during the period of the program.

As the warrants are subscribed and transferred at market value, it is the Company's assessment that no social costs will arise for the Company as a result of subscription and the transfers. The costs will therefore only consist of limited costs for the implementation and administration of the Incentive Program 2024/2027.

Other outstanding share-based incentive programs

The Company has previously established one incentive program, series 2023/2026 ("Incentive Program 2023/2026").

There are 160,000 outstanding warrants under the Incentive Program 2023/2026. Each such warrant entitles the holder to subscribe for one new share in the Company during the period from 1 May 2026 up to and including 31 July 2026.

For more information, see the Company's annual report for 2023.

Dilution

The total number of registered shares and votes at the time of this proposal amount to 11,178,720. 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.

Majority requirements

Resolution in accordance with item 12 is valid only where supported by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

Resolution in accordance with item 13 is valid where supported by shareholders representing at least nine-tenths of both the shares voted for and of the shares represented at the general meeting.

Number of shares and votes

The total number of shares and votes in the Company on the date of this notice is 11,178,720. The Company holds no own shares.

Other

Copies of accounts, auditor statements, and proxy forms are available at least three weeks in advance of the annual general meeting. The complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at least two weeks in advance of the meeting. The nomination committee's complete proposal regarding the election of directors and auditor, including the statement on the nomination committee's proposal regarding the board of directors, is available as of today. All documents are available at the Company at Krokslätts fabriker 27 A, 431 37 Mölndal and at the Company's investor page, www.plejd.com/investors, in accordance with the above and will be sent to shareholders who request it and provide their e-mail or postal address.

The shareholders are hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data

For information on how personal data is processed in relation to the meeting, see the Privacy Notice available on Euroclear Sweden AB's website:

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf

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.