Notice of Annual General Meeting in Scandinavian Biogas Fuels International AB (Publ)

The shareholders of Scandinavian Biogas Fuels International AB (publ), 556528-4733, (the “Company”) are hereby summoned to the annual general meeting (“AGM”) on Thursday, 28 April 2022 at 15.00 at Clarion Hotel Sign, Östra Järnvägsgatan 35, in Stockholm.

Due to the spread of the coronavirus, the Board of Directors has resolved that shareholders shall have the right to exercise their voting rights in advance through postal voting pursuant to Section 4 of the Swedish Act (2022:121) on temporary exemptions to facilitate the execution of general meetings in companies and associations. Consequently, shareholders may choose to exercise their voting rights at the AGM by attending by postal voting, in person or through a proxy. At the AGM, the Company will implement precautionary measures to hold the meeting with as little risk as possible. Shareholders are advised to comply with the authorities’ recommendations and to take responsibility for preventing the spread of infection. Shareholders who are concerned about the spread of infection, belong to a risk group or suspect an infection are urged not to participate in person and instead participate through a proxy. There will be no other activities and no food will be served. Presentations will be kept to a minimum and the number of present representatives from the Company will be limited.

Participation by postal voting

Shareholders who wish to participate in the AGM by postal voting must:

• be registered in the register of shareholders maintained by Euroclear Sweden AB per Wednesday 20 April 2022, and
• notify their intention to participate by submitting their postal vote in accordance with the instructions below, no later than Friday 22 April 2022.

For postal voting, a postal voting form available for printout at the Company’s website, www.scandinavianbiogas.com shall be used. The form can also be obtained by contacting the Company. A completed and signed printout of the postal voting form shall be sent by mail to Scandinavian Biogas Fuels International AB (publ), att: AGM, Holländargatan 21A, 111 60 Stockholm. A completed and signed form may also be sent by e-mail to arsstamma(at)scandinavianbiogas.com (state ”AGM 2022 – Postal voting” in the subject line). The form must be received by the Company no later than Friday 22 April 2022. A shareholder who exercises their vote by postal voting do not need to notify its participation for the meeting, the submitted voting form will be considered a notification.

The shareholder may not provide the postal vote with special instructions or conditions. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are provided in the postal voting form. If the shareholder submits a postal vote by proxy, a power of attorney must be attached to the form. Proxy form for shareholders who wish to postal vote by proxy is available at the Company’s website, www.scandinavianbiogas.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.

Those who wish to withdraw a submitted postal vote and instead exercise their voting rights by participating in the AGM in person or through a proxy must give notice thereof to the AGM’s secretariat prior to the opening of the AGM.

Participation in person

Shareholders who wish to participate in the AGM in person must:

• be registered in the register of shareholders maintained by Euroclear Sweden AB per Wednesday 20 April 2022, and
• notify their intention to participate to the Company, no later than Friday 22 April 2022 at the address Scandinavia Biogas Fuels International AB (publ), att. AGM, Holländargatan 21A, S-111 60 Stockholm or by e-mail to arsstamma(at)scandinavianbiogas.com (state ”AGM 2022” in the subject line). When giving notice of participation, the shareholder shall state name, personal identification number or company registration number, telephone number and number of shares represented.

Participation by proxy

Shareholders who are represented by proxy must issue a written, signed and dated power of attorney. The proxy in the original form shall be submitted to the Company at the above address well in advance of the AGM. Proxy form for shareholders who wish to postal vote by proxy is available at the Company’s website, www.scandinavianbiogas.com. If the shareholder is a legal entity, a certificate of registration (or corresponding authorisation documents for a foreign legal entity) must be attached to the form.

Nominee-registered shares

For shareholders who have their shares nominee-registered through a bank or other nominee, the following applies in order to be entitled to participate in the AGM. In addition to giving notice of participation (or submitting their postal vote), such shareholder must re-register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of the record date 20 April 2022. Such re-registration may be temporary (so-called voting rights registration). Shareholders who wish to register their shares in their own name must, in accordance with the respective nominee’s routines, request that the nominee make such registration. Voting rights registration that have been requested by the shareholder at such time that the registration has been completed by the nominee no later than 22 April 2022 will be taken into account in the preparation of the share register.

Processing of personal information

For information on how your personal data is processed in connection to the AGM, see the privacy policy available on Euroclear Sweden AB’s website:

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

Proposed agenda

1. Opening of the meeting
2. Election of a chairperson of the meeting
3. Election of one or two persons to verify the minutes
4. Drawing up and approval of the voting list
5. Determination as to whether the meeting has been duly convened
6. Approval of the agenda for the meeting
7. The CEO’s report and any questions in connection thereof
8. Presentation of the annual statement and the audit report and the consolidated annual statement and the consolidated audit report
9. Decision concerning
   1. adoption of the income statement and the balance sheet and the consolidated income statement and consolidated balance sheet
   2. appropriation of the Company's profit or loss according to the adopted balance sheet
   3. discharge of the directors and the CEO from liability
10. Determination of the number of Board members and Deputy Board members
11. Determination of remuneration to the Board of Directors and the auditors
12. Election of Board members and chairperson of the Board
13. Election of auditor
14. Resolution on approval of the Board of Directors’ Remuneration Report
15. Resolution on introduction of a long-term performance based incentive program (LTIP 2022) including a) introduction of LTIP 2022, b) a direct issue of warrants to subsidiary, and c) approval of transfer of warrants to the senior executives, key employees and other employees
16. Resolution to authorise the Board of Directors to resolve on issues of shares, warrants and/or convertibles
17. Resolution on amendment of the Articles of Association
18. Conclusion of the meeting

Proposals

Election of a chairperson of the meeting (item 2)

The Company’s Nomination Committee ahead of the 2022 AGM has consisted of Olav Sem Austo, representative for TrönderEnergi AS, Jonas Bengtsson, representative for Bengtsson Tidning AB, Bengt Kjell, representative for Ilija Batljan Invest AB and Anders Bengtsson, the chairperson of the Board of Directors.

The Nomination Committee proposes that Anders Bengtsson, or in his absence, a person appointed by the Nomination Committee, should be appointed chairperson of the AGM.

Resolution on appropriation of the Company's net profit or loss (item 9 b)

The Board of Directors proposes that the result for the year shall be carried forward and that no dividend shall be made for the 2021 financial year.

Proposal on the number of Board members, fees and election of Board members, chairperson of the Board and auditor (items 10-13)

Item 10 – The Nomination Committee proposes that the number of members of the Board of Directors shall be six, without any deputies.

Item 11 – The Nomination Committee proposes that the remuneration to the Board of Directors’ chairperson shall be SEK 310,000 and SEK 155,000 to each other Board member elected by the general meeting. The proposal entails an upward adjustment of fees in line with the industry’s remuneration levels in general. The Nomination Committee further proposes that the fee for the members of the audit committee unchanged shall be SEK 50,000 to the Committee’s chairperson and SEK 30,000 to the other members of the Committee. There shall be no remuneration to members of other Committees.

The Nomination Committee proposes that the remuneration for the auditor shall be paid according to an approved invoice. 

Item 12 – The Nomination Committee proposes re-election of Anders Bengtsson, Sara Anderson, David Schelin, Petra Einarsson, Tina Helin and Håkon Welde as members of the Board of Directors and re-election of Anders Bengtsson as chairperson of the Board.

Information regarding the proposed members of the Board of Directors is available on the Company’s website: https://scandinavianbiogas.com/en.

Item 13 – The Nomination Committee proposes, in accordance with the Audit Committee’s recommendation, until the end of the next AGM, to re-elect Öhrlings PricewaterhouseCoopers AB to the Company’s auditor, which intends to appoint Lars Kylberg as the auditor in charge. 

Resolution on approval of the Board of Directors Remuneration Report (item 14)

The Board of Directors proposes that the AGM approves the Board of Directors’ remuneration report for 2021 in accordance with Chapter 8, Section 53 a of the Swedish Companies Act.

Resolution on introduction of a long-term performance based incentive program (LTIP 2022) including a) introduction of LTIP 2022, b) a direct issue of warrants to subsidiary, and c) approval of transfer of warrants to the senior executives, key employees and other employees (item 15)

The Board of Directors of Scandinavian Biogas Fuels International AB (publ), reg.no 556528-4733 (the “Company” or “SBFI”) proposes that the Annual General Meeting resolves a) to introduce a long-term performance-based incentive program (“LTIP 2022”), b) on a directed issue of warrants to the wholly owned subsidiary Scandinavian Biogas Fuels AB, reg.no 556691-9196 (the ”Subsidiary”) for fulfilment of the obligations arising from LTIP 2022, and c) to approve the transfer of warrants in the Company on the terms set forth below. 

The Board of Directors considers it important and in the best interest of all shareholders that the CEO, senior executives, key employees and other employees, who are considered important for the group’s development, (the “Participants”) have a long-term interest in a positive value development of the Company’s shares. A personal long-term shareholder engagement is expected to contribute to an increased interest in the Company’s business and result in full, as well as to increase the Participants motivation and affinity with the Company and its shareholders.

LTIP 2022 is a program under which the Participants will be granted, free of charge, performance-based share rights (“Share Rights”), which after three years gives the right to acquire shares in the Company to a subscription price corresponding to the share’s quota value, provided that certain conditions are met. The maximum number of shares that can be acquired based on the Share Rights are 436,000 shares. As a part of the introduction of the LTIP 2022, a maximum of 572,992 warrants will be issued in accordance with item 15 b) below. The 572,992 warrants will cover the delivery of shares to the Participants and any social security costs.

The Board of Directors’ proposal on the introduction of LTIP 2022 in accordance with item 15 a) – c) below, shall be made as one resolution.

1. Introduction of LTIP 2022

The Board of Directors proposes that the Annual General Meeting resolves to introduce LTIP 2022 in accordance with the terms and conditions set out below.

LTIP 2022 shall comprise a maximum of 436,000 Share Rights, of which 361,000 are Ordinary Share Rights and 75,000 are Additional Share Rights.

LTIP 2022 is proposed to be directed to approximately 91 employees within the SBFI group, divided into four categories. The first category includes the Company’s CEO, the second category includes SBFI’s senior executives (approximately 6 persons), the third category includes other key employees (approximately 31 persons), and the fourth category includes other employees (approximately 53 persons).

The number of Share Rights that a Participant may be granted is stated below.

Conditions for the Share Rights

For the Share Rights, the following terms and conditions shall apply:

1. The Share Rights shall be granted to the Participants, free of charge as soon as possible following the Annual General Meeting and no later than 1 September 2022.
2. The Share Rights are vested after three years, after granting of the Share Right, however not earlier than 21 trading days after the release of the quarterly report for Q1 2025, (the “Vesting Period”), provided that the Participant, with certain exceptions, remains employed within the SBFI group.
3. A condition for entitlement to receive shares based on the Share Rights is that the performance conditions for LTIP 2022 have been met, in accordance with the terms set out below, see further under Performance Conditions.
4. Provided that the Share Rights have been granted and vested, and provided that the performance conditions have been met, each Share Right entitles the Participant to, as soon as practicable after the Vesting Period, as decided by the Company, either (a) acquire one (1) share in the Company to a price corresponding to the quota value of the share, or (b) free of charge receive a warrant which entitles the holder to subscribe for one (1) share in the Company at a price corresponding to the quota value of the share.
5. The Share Rights are non-transferable and may not be pledged.
6. The number of Share Rights may be re-calculated in the event of changes in SBFI’s share capital structure, for example in the event of a bonus issue, a share split or a consolidation of shares, new issue of shares with pre-emptive rights, reduction of the share capital, or similar actions in accordance with customary conditions.
7. The Share Rights shall be regulated in a separate agreement with the respective Participant.

Performance conditions

Ordinary Share Rights will be subject to two different performance conditions that apply for the LTIP 2022, of which 70 percent of the Ordinary Share Rights granted to the Participants will be subject to a certain development of SBFI’s share price (“Performance Condition 1”), and 30 percent of the Ordinary Share Rights granted to the Participants will be subject to certain sustainability conditions related to emission reduction of CO₂ equivalents (“Performance Condition 2”).

The allotment of shares that each Participant may subsequently receive thus depends on fulfilment of the established performance conditions as set out below.

Performance Condition 1:

70 percent of the Ordinary Share Rights granted to a Participant will require certain development of the Company’s share price, which is related to the total shareholder return (“TSR”), during the Measurement Period, as defined below. The development of the share price will be measured based on the volume weighted average price of the Company’s share on Nasdaq First North Growth Market during 20 trading days immediately after the release of the quarterly report for Q1 2022, however, a minimum of SEK 30, and 20 trading days immediately after the release of the quarterly report for Q1 2025 (the “Measurement Period”). For any allotment related to Performance Condition 1, the average annual increase of TSR must be more than 5 percent during the Measurement Period. In order for a maximum allotment related to Performance Condition 1, the average annual increase of TSR must be at least 15 percent during the Measurement Period. If the average annual TSR increase is between 5-15 percent during the Measurement Period, the outcome of the allotment is determined linearly.

Performance Condition 2:

30 percent of the Ordinary Share Rights granted to a Participant will require that SBFI group’s different produced and delivered biogas products contributes with a certain emission reduction of CO₂ equivalents. The calculations of the emission reduction of CO₂ equivalents will be based on the tool HBK Biogas Report version 4.0, which is designed in accordance with the EU Renewability Directive RED2. The directive is implemented in Swedish law, SFS 2021:668, with an ordinance on sustainability criteria for biofuels and biomass fuels, and through the Swedish Energy Agency’s regulation STEMFS 2021:7. In order for any allotment related to Performance Condition 2, the emission reduction of CO₂ equivalents for 2024 shall exceed 170,000 tonnes. In order for a maximum allotment related to Performance Condition 2, the emission reduction of CO₂ equivalents for 2024 must amount to at least 200,000 tonnes. If the emission reduction of CO₂ equivalents are between 170,000–200,000 tonnes, for the financial year 2024, the outcome of the allotment shall be determined linearly.

The Board of Directors will present the SBFI group’s outcome for the emission reduction of CO₂ equivalents for 2024 in the annual report for 2024.

Additional Share Rights

In the event the average annual TSR increase amounts to between 15-20 percent during the Measurement Period, the CEO and senior executives are entitled to be granted a total of 75,000 Additional Share Rights in accordance with the distribution stated above. In order for grant of these Additional Share Rights, the average annual increase of TSR must be over 15 percent during the Measurement Period. In order for a maximum allotment related to these Additional Share Rights, the average annual increase of TSR must be at least 20 percent during the Measurement Period. If the annual average TSR increase is between 15-20 percent during the Measurement Period, the outcome of the allotment shall be determined linearly.

Preparation and administration

The Board of Directors shall be entitled to resolve on the detailed terms for the enforcement of LTIP 2022, within the framework of the specified terms and conditions herein. The Board of Directors shall thereby be entitled to make minor adjustments in the Annual General Meetings resolution if the Board of Directors, in individual cases, deems that there are special reasons.

The Board of Directors shall be entitled to make adjustments to meet specific regulations or market conditions in other jurisdictions or, if delivery of shares to Participants outside Sweden cannot be made at reasonable costs and with reasonable administrative efforts, to make country-specific adjustments and/or offer cash settlement. If material changes occur in the SBFI group or in its business environment that would entail that the settled terms for allotment and the possibility to exercise the Share Rights in accordance with LTIP 2022 no longer are appropriate, the Board of Directors shall be entitled to make other adjustments. Before finally determining the number of shares to be allotted based on the Share Rights, the Board of Directors shall assess whether the outcome of LTIP 2022 is reasonable. This assessment is made in relation to SBFI’s financial earnings and financial position, conditions on the stock market and other circumstances. If the Board of Directors is of the opinion that the outcome is not reasonable, the Board of Directors shall reduce the number of shares to be granted.

Preparation of the proposal

The proposal for the LTIP 2022 has been prepared in consultation with external advisors and has been considered by the Company’s Remuneration Committee.

Security measures and dilution

To ensure delivery of shares to the Participants, the Board of Directors proposes that the Annual General Meeting resolves on a directed issue of warrants and transfer of warrants in accordance with what is stated in item 15 b)-c) below, which corresponds to a dilution of a maximum approximately 1.84 of percent.

Scope and costs of the program

LTIP 2022 will be reported in accordance with “IFRS 2 – Share‐based payment”. According to IFRS 2, the Share Rights shall be reported as personnel costs during the Vesting Period. Personnel costs in accordance with IFRS 2 do not affect the Company’s cash flow. Social security contribution will be accounted for in the income statement in accordance with UFR 7 during the Vesting Period.

Based on the assumption that all Share Rights in the LTIP 2022 are vested, the Performance Condition 1 and the Performance Condition 2 and the Performance Conditions for the Additional Share Rights are fully met, an assumed share price of SEK 57 when utilizing the Share Rights and an assumed average percentage for social security contribution of approximately 31.42 percent, the total costs for LTIP 2022, including social security contribution, are estimated at approximately SEK 14.8 million, which annually corresponds to approximately 8 percent of the Company group’s total salary costs for employees (including social security contribution), calculated on the total salary costs for the financial year 2021.

2. Directed issue of warrants to the Subsidiary

In order to secure delivery of shares under the LTIP 2022, and to secure associated costs, primarily social security contribution, the Board of Directors proposes that the Annual General Meeting resolves on a directed issue of a maximum of 572,992 warrants of series 2022/2025. Each warrant entitles the holder to subscribe for one (1) new share in the Company.

1. The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emption rights, exclusively be granted to the wholly owned Subsidiary. The reason for the deviation from the shareholder’s pre-emption rights is the implementation of the LTIP 2022.
2. The warrants shall be issued free of charge.
3. The warrants must be subscribed for on a separate subscription list no later than 1 September 2022. The Board of Directors shall have the right to extend the subscription period.
4. The subscription price for each share upon exercise of the warrants shall be equal to the quota value of the share at the time of subscription of the share.
5. Subscription of shares based on the warrants shall take place in accordance with the terms of the warrants, during the period from the date of registration of the warrants with the Swedish Companies Registration Office until and including 31 December 2025.
6. The share capital may, following exercise of warrants, be increased with a maximum of SEK 1,145,985.
7. The complete terms and conditions for warrants are set out in “Terms and conditions for warrants series 2022/2025 in Scandinavian Biogas Fuels International AB (publ)”.
8. Shares issued due to subscription will entitle to dividends for the first time on the record day for dividends that occurs after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered into the share register kept by Euroclear Sweden AB.

3. Approval of transfer of warrants to the CEO, senior executives, key employees and others

The Board of Directors proposes that the Annual General Meeting resolves to approve that the Subsidiary may transfer the warrants in the Company of series 2022/2025 to the Participants in the LTIP 2022, or otherwise dispose of the warrants or shares to secure the commitments under the LTIP 2022.

Resolution to authorise the Board of Directors to resolve on issues of shares, warrants and/or convertibles (item 16)

The Board of Directors proposes that the AGM authorise the Board of Directors to, within the scope of the articles of association, with or without deviation from the shareholders’ preferential right, on one or several occasions during the period until the next AGM, resolve on issues of new shares, warrants and/or convertibles in the Company. The total number of shares issued in accordance with this authorisation may be equivalent to a maximum of 20 percent of the number of shares in the Company at the time of the notice of the AGM. The issues shall be made at market rate, and where applicable be subject to market discount, and payment shall, apart from payment in cash, be made in kind or by set-off or otherwise with conditions. The purpose of the authorisation and the reasons for any deviation from the shareholders’ preferential right is that the Company shall be able to increase the Company’s financial flexibility and/or the Board of Directors’ discretion, for example in connection with strategic acquisitions of companies and businesses that the Company may carry out.

The Board of Directors, the CEO or the person that the Board of Directors appoints shall be authorised to make such minor amendments and clarifications of the resolution by the AGM that is required when registering with the Swedish Companies Registration Office.

Resolution on amendment of the Articles of Association (item 17)

The Board of Directors proposes that the AGM resolves to insert a new section in the Articles of Association which allows for the Board of Directors to collect powers of attorney in accordance with the procedure stated in Chapter 7, Section 4, of the Swedish Companies Act and for the Board of Directors to resolve that the shareholders shall be able to exercise their right to vote by post before a general meeting in accordance with the procedure stated in Chapter 7, Section 4a, of the Swedish Companies Act. As it is proposed to insert the section as a new section 10, a renumbering of the following sections in the Articles of Association is proposed, whereby the previous section 10-12 becomes section 11-13.

The Board of Directors, the CEO or the person that the Board of Directors appoints shall be authorised to make such minor amendments and clarifications of the resolution by the AGM that is required when registering with the Swedish Companies Registration Office.

Majority requirement

A resolution by the AGM in accordance with item 15 is only valid if supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the AGM. Resolutions by the AGM in accordance with item 16 and 17, are only valid if supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the AGM.

Information at the AGM

The Board of Directors and the CEO shall, upon request by any shareholder and where the Board of Directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda, and circumstances which may affect the assessment of the Company’s or a subsidiary’s financial position and the Company’s relationship to other group companies.

Documentation for the AGM

Accounting documents, audit report, and complete proposals and other documents pursuant to the Companies Act will be available at the offices of the Company on Holländargatan 21A in Stockholm and at the Company’s website www.scandinavianbiogas.com no later than 7 April 2022. All documents will be sent free of charge to any share­holder who so requests and states their email- or postal address.

___________________________

Stockholm in March 2022

Scandinavian Biogas Fuels International AB (publ)

The Board of Directors

For more information, please contact:
Matti Vikkula, CEO Scandinavian Biogas, telefon +46-70 597 9938
Anna Budzynski, CFO Scandinavian Biogas, telefon +46 70 043 42 13

Scandinavian Biogas is a leading Nordic producer of biogas for vehicle fuel and fertilizer. Biogas is CO2-neutral and made from sewage and household, agriculture as well as industrial organic waste. Today Scandinavian Biogas has facilities in Sweden, Norway and Korea. In 2021, the company delivered 366 GWh of energy. Scandinavian Biogas has 100 employees and total net sales of SEK 394 million in 2021. The head office is located in Stockholm and the company is listed on Nasdaq First North. Certified advisor is Erik Penser Bank AB, telephone: +46 (0) 8-463 80 00, certifiedadviser(at)penser.se. www.scandinavianbiogas.com

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