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Notice of Annual General Meeting in Pomegranate Investment AB

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NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY U.S. PERSON

The shareholders in

Pomegranate Investment AB (publ)

with Reg. No. 556967-7247 and registered office in Stockholm are hereby summoned to the annual general meeting to be held on 13 September 2021

Due to the extraordinary situation resulting from the covid-19 pandemic, Pomegranate Investment AB (publ)’s annual general meeting will be carried out through advance voting (postal voting) pursuant to temporary legislation. No meeting with the possibility to attend in person or to be represented by a proxy will take place. Hence, the general meeting will be held without physical presence.

Pomegranate Investment AB (publ) welcomes all shareholders to exercise their voting rights at the general meeting through advance voting as described below. Information on the resolutions passed at the general meeting will be published on 13 September 2021 as soon as the result of the advance voting has been finally confirmed.

The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the general meeting so resolves or if shareholders with at least one tenth of all shares in the company so requests.

Preconditions for participation

Shareholders who wish to participate, through advance voting, in the general meeting must:

firstly       be included in the shareholders’ register maintained by Euroclear Sweden AB as of 3 September 2021; and

secondly   notify the company of their participation in the general meeting no later than
10 September 2021 by casting its advance vote in accordance with the instructions under the heading “Advance voting” below so that the advance voting form is received by Pomegranate Investment AB (publ) no later than that day. The notification shall be in writing via email to legal@pomegranateinvestment.com or in writing to the company’s address Pomegranate Investment AB (publ), Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden. The notification shall state the name, personal/corporate identity number, shareholding, address and daytime telephone number, and, where applicable, information about representatives, counsel or assistants. Information submitted in connection with the notification will be computerised and used exclusively for the general meeting. See below for additional information on the processing of personal data.

Nominee registered shares

Shareholders whose shares have been registered in the name of a bank or securities institute must temporarily re-register their shares in their own names with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Shareholders who chose such re-registration must inform their nominee of this well before 7 September 2021, when such re-registration must have been completed.

Advance voting

Shareholders may exercise their voting rights at the meeting only by voting in advance, so-called postal voting in accordance with Section 22 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.

A special form shall be used for advance voting. The form is available on the company’s website, www.pomegranateinvestment.com. The form for advance voting constitutes a valid notification.

The completed form must be submitted to Pomegranate Investment AB (publ) no later than on 10 September 2021. The completed form shall be sent to “Advokatfirman Vinge KB, Att. Anna Svensson, Box 1703, SE-111 87 Stockholm, Sweden”. A completed form may also be submitted electronically and is to be sent to legal@pomegranateinvestment.com. If the shareholder is a legal entity, a certificate of registration or equivalent authorization documents shall be enclosed to the form. The same applies if the shareholder votes in advance through proxy. The shareholder may not supply the advance vote with special instructions or conditions. If so, the vote is invalid. Further instructions and conditions are included in the form for advance voting.

Proxy, etc.

If the shareholder votes in advance by proxy, a dated and signed power of attorney for the proxy shall be issued and enclosed to the form for advance voting. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or a corresponding document for the legal entity shall be appended. The power of attorney is valid for a maximum of one year after the issuance or for the duration indicated in the power of attorney, whichever is longer, but not for more than five years after issuance. The registration certificate, where applicable, may not be older than one year. The power of attorney in original and, where applicable, the registration certificate, should be submitted to the company by mail at the address set forth above well in advance of the general meeting. A proxy form is available at the company’s website, www.pomegranateinvestment.com, and will be sent to shareholders who so request and inform the company of their postal address.

Proposed agenda

  1. Election of chairman of the meeting;
  2. Election of one or two people to verify the minutes;
  3. Preparation and approval of a voting list;
  4. Approval of the agenda;
  5. Determination of whether the meeting has been duly convened;
  6. Presentation of the company’s annual report and the auditor’s report as well as, if applicable, the group consolidated annual accounts and group auditor’s report;
  7. Resolutions regarding:
  1. adoption of the income statement and the balance sheet and, if applicable, the consolidated income statement and the consolidated balance sheet;
  2. allocation of the company’s profits or losses in accordance with the adopted balance sheet;
  3. discharge of the members of the board of directors and the CEO from liability;

(i) Nadja Borisova, member of the board of directors

(ii) Per Brilioth, chairman of the board

(iii) Anders F. Börjesson, member of the board of directors

(iv) Mohsen Enayatollah, member of the board of directors

(v) Vladimir Glushkov, member of the board of directors

(vi) Florian Hellmich, CEO

  1. Determination of:
  1. the number of members and alternate members of the board of directors;
  2. the number of auditors and alternate auditors;
  1. Determination of:
  1. fees for members of the board of directors;
  2. fees for auditors;
  1. Election of:
  1. the members of the board of directors;

(i) Nadja Borisova

(ii) Anders F. Börjesson

(iii) Mohsen Enayatollah

(iv) Vladimir Glushkov

  1. chairman of the board;

(i) Per Brilioth

  1. auditors and, where applicable, alternate auditors;

(i) PricewaterhouseCoopers AB

  1. Resolution regarding issue of shares to participants in LTIP (M) 2018;
  2. Resolution regarding issue of shares to participants in LTIP (B) 2018.

Election of chairman of the meeting (item 1)

The board of directors proposes that Jesper Schönbeck, member of the Swedish Bar Association, at Vinge law firm, or the person proposed by the board of directors in case of his impediment, is elected to be the chairman of the meeting.

Election of one or two people to verify the minutes (item 2)

The board of directors proposes that Joel Wahlberg, at Vinge law firm, or in case of his impediment, the person instead appointed by the board of directors, is proposed to be elected to approve the minutes of the general meeting together with the chairman. The task of approving the minutes of the general meeting also includes verifying the voting list and that the advance votes received are correctly stated in the minutes of the general meeting.

Preparation and approval of a voting list (item 3)

The voting list proposed for approval is the voting list drawn up by Euroclear Sweden AB on behalf of Pomegranate Investment AB (publ), based on the general meeting’s share register and advance votes received, which has been verified and recommended by the persons approving the minutes.

Resolution on allocation of the company’s profits or losses in accordance with the adopted balance sheet (item 7b)

The board of directors proposes that the company’s results shall be carried forward.

Determination of the number of members and alternate members of the board of directors and auditors and alternate auditors (item 8)

Shareholders representing 16.94% of the outstanding shares in the company propose that the number of members of the board of directors shall be five (5) with no alternate members.

It is further proposed that the company shall have one auditor or one registered audit company and no alternate auditors.

Determination of fees for members of the board of directors and auditors (item 9)

Shareholders representing 16.94% of the outstanding shares in the company propose that the annual remuneration to each board member shall amount to EUR 5,000 and EUR 10,000 to the chairman of the board.

It is further proposed that the company’s auditor shall be remunerated upon approval of their invoice.

Election of the members of the board of directors and auditors and any alternate auditors (item 10)

Shareholders representing 16.94% of the outstanding shares in the company propose that, for the time until the end of the next annual general meeting, Nadja Borisova, Per Brilioth, Anders F. Börjesson, Mohsen Enayatollah and Vladimir Glushkov are re-elected as members of the board of directors and that Per Brilioth is re-elected chairman of the board of directors.

For information about the current directors proposed for re-election, please see the company’s website, www.pomegranateinvestment.com.

It is further proposed that the company’s auditor, the registered audit company PricewaterhouseCoopers AB, be re-elected until the end of the next annual general meeting.

Resolution regarding issue of shares to participants in LTIP (M) 2018 (item 11)

The board of directors proposes that the general meeting resolves on a directed new issue of shares to the participants in the long-term incentive program for four employees in Pomegranate Investment AB (publ) adopted at the annual general meeting held on 6 September 2018 (“LTIP (M) 2018”). The new share issue will increase the company’s share capital with not more than EUR 39,845 through an issue of not more than 39,845 new shares.

The purpose of the new share issue is to enable the delivery of so-called performance shares in Pomegranate Investment AB (publ) to participants in LTIP (M) 2018, in consideration of the expiry of LTIP (M) 2018. As set out in the terms of LTIP (M) 2018, the number of performance shares to be allocated to the participants depends on the number of rights to performance shares held by the participants and on the company’s fulfilment of the performance conditions. Such target level has been deemed reached, meaning 39,845 shares are to be issued in order to deliver performance shares to the participants in LTIP (M) 2018. It is noted that, in the event that the resolution under this item 11 is not adopted by the general meeting, the participants may instead be offered a cash-based settlement, in accordance with the terms of LTIP (M) 2018.

The following terms and conditions shall apply.

  1. The right to subscribe for the new shares shall only vest in 4 participants in LTIP (M) 2018.
  2. The new shares shall be entitled to dividends for the first time on the record date that occurs immediately following the subscription for shares.
  3. Subscription for shares shall be made on a subscription list not later than 30 September 2021. However, the board of directors shall be entitled to extend the subscription period.
  4. Payment of 1 EUR (the quota value) per subscribed share shall be made in cash not later than in connection with the share subscription. However, the board of directors shall be entitled to extend the payment period.
  5. The CEO is authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

The reason for the deviation from the shareholders’ pre-emption rights, and the basis for setting the subscription price of the new shares to EUR  1 (the quota value), is that the new share issue is an integral part of the implementation of LTIP (M) 2018.

The participants in LTIP (M) 2018 who subscribe for shares in accordance with the terms set out above shall be entitled to a subsidy in the form of extra salary of an amount after tax, calculated by applying a tax rate of 50 percent, equivalent to the quota value (1 EUR) per subscribed share. The reason for the subsidy is that the participants in LTIP (M) 2018 are entitled to receive performance shares free of charge.

Resolution regarding issue of shares to participants in LTIP (B) 2018 (item 12)

Shareholders representing 16.94% of the outstanding shares in the company propose that the general meeting resolves on a directed new issue of shares to the participants in the long-term incentive program for five members of the board of directors in Pomegranate Investment AB (publ) adopted at the annual general meeting held on 6 September 2018 (“LTIP (B) 2018”). The new share issue will increase the company’s share capital with not more than EUR 16,205 through an issue of not more than 16,205 new shares.

The purpose of the new share issue is to enable the delivery of so-called performance shares in Pomegranate Investment AB (publ) to participants in LTIP (B) 2018, in consideration of the expiry of LTIP (B) 2018. As set out in the terms of LTIP (B) 2018, the number of performance shares to be allocated to the participants depends on the number of rights to performance shares held by the participants and on the company’s fulfilment of the performance conditions. Such target level has been deemed reached, meaning 16,205 shares are to be issued in order to deliver performance shares to the participants in LTIP (B) 2018. It is noted that, in the event that the resolution under this item 12 is not adopted by the general meeting, the participants may instead be offered a cash-based settlement, in accordance with the terms of LTIP (B) 2018.

The following terms and conditions shall apply.

  1. The right to subscribe for the new shares shall only vest in Per Brilioth, Anders F. Börjesson, Mohsen Enayatollah, Nadja Borisova and Vladimir Glushkov, in accordance with the following allocation:
  1. Per Brilioth shall be allocated 8,105 new shares;
  2. Anders F. Börjesson shall be allocated 2,025 new shares;
  3. Mohsen Enayatollah shall be allocated 2,025 new shares;
  4. Nadja Borisova shall be allocated 2,025 new shares; and
  5. Vladimir Glushkov shall be allocated 2,025 new shares.
  1. The new shares shall be entitled to dividends for the first time on the record date that occurs immediately following the subscription for shares.
  2. Subscription for shares shall be made on a subscription list not later than 30 September 2021. However, the CEO shall be entitled to extend the subscription period.
  3. Payment of 1 EUR (the quota value) per subscribed share shall be made in cash not later than in connection with the share subscription. However, the CEO shall be entitled to extend the payment period.
  4. The CEO is authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration thereof.

The reason for the deviation from the shareholders’ pre-emption rights, and the basis for setting the subscription price of the new shares to EUR  1 (the quota value), is that the new share issue is an integral part of the implementation of LTIP (B) 2018.

The participants in LTIP (B) 2018 who subscribe for shares in accordance with the terms set out above shall be entitled to a subsidy in the form of extra remuneration of an amount after tax, calculated by applying a tax rate of 50 percent, equivalent to the quota value (1 EUR) per subscribed share. The reason for the subsidy is that the participants in LTIP (B) 2018 are entitled to receive performance shares free of charge.

Miscellaneous

A resolution in accordance with item 11 and 12 shall only be valid where supported by not less than nine-tenths of both the votes cast and the shares represented at the meeting. For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf .

________________________

The board of directors and the CEO shall, if any shareholder so requests and the board of directors believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the company’s relation to other companies within the group. A request for such information shall be made in writing to Pomegranate Investment AB (publ), Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden, or electronically to legal@pomegranateinvestment.com, no later than on 3 September 2021. The information will be made available at Pomegranate Investment AB (publ), Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden and on the Company’s website, www.pomegranateinvestment.com, on 8 September 2021 at the latest. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.

________________________

The annual report and the auditor’s report will as from 24 August 2021 be held available at the company’s office, Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden and be sent to shareholders that so request and inform the company of their postal address, as well as on the company’s website, www.pomegranateinvestment.com.

__________________________

Stockholm, August 2021

Pomegranate Investment AB (publ)

The board of directors

 

This communication may not be distributed in the United States or to any “U.S. person”, including any U.S. citizen or permanent resident (‘green card holder’) or any entity organised in the United States, whether located inside or outside the United States. Pomegranate shares represent an investment in Iran that is not suitable for U.S. persons.
 

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