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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 convened to the annual general meeting to be held on 14 September 2022 at 3 p.m. at the offices of Advokatfirman Vinge, Smålandsgatan 20, SE-111 46 Stockholm.

 

Preconditions for participation

Shareholders who wish to participate in the general meeting must be included in the shareholders’ register maintained by Euroclear Sweden AB as of 6 September 2022.

Nominee registered shares

To be entitled to participate in the annual general meeting a shareholder whose shares are registered in the name of a nominee must register its shares in its own name so that the shareholder is recorded in the share register on Tuesday, 6 September 2022. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee’s procedures and such time in advance as the nominee determines. Voting right registrations completed not later than Thursday, 8 September 2022 are taken into account when preparing the share register.

 

Advance voting

Shareholders may exercise their voting rights at the meeting by voting in advance. A special form shall be used for advance voting. The form is available on the company’s website, www.pomegranateinvestment.com.

 

The completed form must be submitted to Pomegranate Investment AB (publ) no later than on 8 September 2022. The completed form shall be sent to “Advokatfirman Vinge KB, Attn. Gabriel Chabo, 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 post at the address set forth above well in advance of the meeting. A proxy form is available at the company’s website, www.pomegranateinvestment.com, and will be sent to shareholders who so requests and informs the company of their postal address.

 

Proposed agenda

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

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

(ii) Per Brilioth, chairman of the board of directors

(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

(vii) Gustav Wetterling, deputy 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 the members of the board of directors;
  2. fees for the 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:
  1. amendment of the company’s articles of association;
  2. a reduction of the share capital by allocation to unrestricted equity;
  1. Resolution regarding issue of shares to participants in LTIP (M) 2019;
  2. Resolution regarding issue of shares to participants in LTIP (B) 2019;
  3. Closing of the meeting.

 

Election of chairman of the meeting (item 2)

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.

 

Preparation and approval of the 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 regarding allocation of the company’s result in accordance with the adopted balance sheet (item 8b)

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 9)

Shareholders representing 25 % 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 10)

Shareholders representing 25% of the outstanding shares in the company propose that the annual remuneration to each member of the board of directors shall amount to EUR 5,000 and EUR 10,000 to the chairman of the board of directors.

 

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, chairman of the board of directors and auditors and, where applicable, alternate auditors (item 11)

Shareholders representing 25% 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 as chairman of the board of directors.

 

For information about the current members of the board of 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, is re-elected for the period until the end of the next annual general meeting.

 

Resolution regarding amendment of the company’s articles of association (item 12a)

The board of directors proposes to amend the articles of association of the company in order to enable the reduction of the share capital in accordance with item 12b below so that the share capital limits are adjusted as follows:

 

The share capital shall be not less than EUR 50,000 and not more than EUR 200,000.

 

A resolution in accordance with the board of directors’ proposal shall only be valid where supported by not less than two-thirds (2/3) of the votes cast as well as of the shares represented at the meeting.

 

Resolution regarding a reduction of the share capital by allocation to unrestricted equity (item 12b)

The board of directors proposes that the meeting resolves to reduce the share capital by allocation to unrestricted equity. The company’s share capital shall be reduced as follows.

 

  1. The company’s share capital shall be reduced by EUR 6,177,000.06.
  2. The purpose of the reduction is to allocate means to unrestricted equity.
  3. The reduction is made with no withdrawal of shares.

 

Following the resolution, the company's share capital will amount to EUR 62,393.94 and the number of registered shares will be 6,239,394, each with a quota value of EUR 0.01.

 

The board of directors, or anyone appointed by the board of directors, is entitled to make the minor adjustments to the proposed resolution that may be necessary upon registration of the resolution with the Swedish Companies Registration Office, Euroclear Sweden AB or due to any other formal requirements.

 

A resolution in accordance with the board of directors’ proposal shall only be valid where supported by not less than two-thirds (2/3) of the votes cast as well as of the shares represented at the meeting.

 

Resolution regarding issue of shares to participants in LTIP (M) 2019 (item 13)

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 9 September 2019 (“LTIP (M) 2019”). The new share issue will increase the company’s share capital with not more than EUR 390.73 through an issue of not more than 39,073 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) 2019, in consideration of the expiry of LTIP (M) 2019. As set out in the terms of LTIP (M) 2019, 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 39,073 shares are to be issued in order to deliver performance shares to the participants in LTIP (M) 2019. It is noted that, in the event that the resolution under this item 13 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) 2019.

 

The following terms and conditions shall apply.

 

  1. The right to subscribe for the new shares shall only vest in four (4) participants in LTIP (M) 2019 with allocation according to the adopted program.
  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 2022. However, the board of directors shall be entitled to extend the subscription period.
  4. Payment of EUR 0.01 (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 0.01 (the quota value), is that the share issue is an integral part of the implementation of LTIP (M) 2019.

 

The participants in LTIP (M) 2019 who subscribe for shares in accordance with the terms and conditions set out above shall be entitled to a subsidy in the form of extra salary of an amount after tax, calculated by applying an applicable personal income tax rate, equivalent to the quota value (EUR 0.01) per subscribed share. The reason for the subsidy is that the participants in LTIP (M) 2019 are entitled to receive performance shares free of charge.

 

Resolution regarding issue of shares to participants in LTIP (B) 2019 (item 14)

Shareholders representing 25 % 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 9 September 2019 (“LTIP (B) 2019”). The new share issue will increase the company’s share capital with not more than EUR 162.05 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) 2019, in consideration of the expiry of LTIP (B) 2019. As set out in the terms and conditions of LTIP (B) 2019, 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) 2019. It is noted that, in the event that the resolution under this item 14 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) 2019.

 

The following terms and conditions shall apply.

 

  1. The right to subscribe for the new shares shall only vest in five (5) participants in LTIP (B) 2019 with allocation according to the adopted program. 
  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 2022. However, the CEO shall be entitled to extend the subscription period.
  4. Payment of EUR 0.01 (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.
  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 0.01 (the quota value), is that the new share issue is an integral part of the implementation of LTIP (B) 2019.

 

The participants in LTIP (B) 2019 who subscribe for shares in accordance with the terms and conditions set out above shall be entitled to a subsidy in the form of extra remuneration of an amount after tax, calculated by applying an applicable personal income tax rate, equivalent to the quota value (EUR 0.01) per subscribed share. The reason for the subsidy is that the participants in LTIP (B) 2019 are entitled to receive performance shares free of charge.

 

Miscellaneous

A resolution in accordance with item 12a and 12b shall only be valid where supported by not less than two-thirds (2/3) of both the votes cast and the shares represented at the meeting. A resolution in accordance with item 13 and 14 shall only be valid where supported by not less than nine-tenths (9/10) 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, at the annual general meeting provide information regarding circumstances that may affect the assessment of an item on the agenda, circumstances which may affect the assessment of the financial situation of the company or its subsidiary and the company’s relation to other companies within the group. Shareholders who wish to submit questions in advance may do so by sending post to Pomegranate Investment AB (publ), Mäster Samuelsgatan 1, 1st floor, SE-111 44 Stockholm, Sweden, or electronically to legal@pomegranateinvestment.com.

________________________

 

The annual report and the auditor’s report will be held available no later than three weeks prior to the annual general meeting 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 2022

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. Pomegranateshares represent an investment in Iran that is not suitable for U.S. persons.

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