Press release from Companies
Publicerat: 2021-11-22 12:00:00
Shareholders in Polymer Factory Sweden AB, reg. nr 556695-9531 (the "Company"), are hereby summoned to the Extra General Meeting on Monday 20 December 2021 through advance voting. Attendance at the meeting is only possible via postal ballot.
In light of the ongoing Covid-19 pandemic, the board of directors has decided that the Extra General meeting will be executed only through 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. This means that shareholders will not be allowed to participate in person or by proxy at the general meeting held on 20 December 2021. Shareholders may however influence the meeting by postal voting in accordance with the below. Information about the decisions made at the meeting is published on the day of the meeting as soon as the outcome of the voting has been compiled.
Information about advance voting
Registration
Shareholders who wish to participate in the meeting by advance vote shall:
Information provided at the time of registration will be processed and used only for the meeting. See below for further information on the processing of personal data.
Nominee-registered shares
Shareholders who have their shares nominee-registered through a bank or other nominee must, in order to participate in the meeting, request to be re-registered for the shares in their own name in the Company's share register with Euroclear Sweden AB. Shareholders who wish such re-registration, so-called registration of voting rights, must in good time before 10 December 2021, when the re-registration must be executed, request it from their bank or trustee.
Advance voting by postal vote
Shareholders may exercise their voting rights at the meeting only by voting in advance through 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.
For advance voting, a special form must be used, which is available on the Company's website, http://www.polymerfactory.com/annual-meeting. The form is valid as a notification to the meeting. The completed form must be received by the Company no later than Friday, December 17, 2021. The completed form must be sent to Polymer Factory Sweden AB, Teknikringen 48, 114 28 Stockholm. The completed form may also be submitted electronically and must then be sent to investor@polymerfactory.com. If the shareholder is a legal entity, a registration certificate or other authorization document must be attached to the form. The same applies if the shareholder votes in advance through a proxy. The shareholder may not provide the advance vote with special instructions or conditions. If this happens, the vote, i.e., the advance vote in its entirety, is considered invalid. Further instructions and conditions can be found in the voting form.
Proposed Agenda
Meeting documents
Complete proposals, and other documents for the annual general meeting will be kept available at the Company’s office, at Teknikringen 48, 114 28 Stockholm, Sweden, and at the Company’s website http://www.polymerfactory.com not later than three weeks before the annual general meeting. The documents will also be sent free of charge to shareholders who so request and state their postal address.
Shareholders' right to request information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors believe that it can be done without material damage to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda or of the Company’s economic situation. A request for such information shall be made in writing to Polymer Factory Sweden AB, Teknikringen 48, 114 28 Stockholm, or via email to investor@polymerfactory.com no later than 13 December 2021. The information will be made available at the Company’s website www.polymerfactory.com no later than 16 December 2021. The information will also be sent, within the same period of time, to the shareholder who has requested it and stated its address.
Proposed resolutions
Item 2: Election of chairperson and secretary of the meeting
The proposed chairperson of the meeting is Eva Malmström Jonsson. Elin Mignérus is proposed as secretary.
Item 5: Election of one or two persons who shall approve the minutes of the meeting
Mats Wallnér is proposed to approve the minutes of the meeting.
Item 7: Decision on the establishment of an incentive program for key personnel
Larger owners (who together represents approximately 47 percent of votes and shares) proposes that the EGM in Polymer Factory Sweden AB (“the Company”) on December 20, 2021, decides to issue warrants giving the right to subscribe for new shares in the Company by derogation from shareholders’ pre-emption rights.
The issue of warrants shall be implemented by derogation from shareholders’ pre-emption rights on the following terms and conditions.
Name | Maximum number of options |
---|---|
CEO: | 25 000 |
Michael Malkoch Board member and acting CTO |
10 000 |
Other employees: | 10 000 |
Risk free interest: | 0,017 % |
Volatility: | 41,3 % |
Expected dividends: | 0,0 % |
Share price: | 8,67 SEK |
Reason for derogation from pre-emption rights
The reason for the derogation from the shareholders' pre-emption rights is a desire to introduce a stock option program for allocation to key employees of the Company at which they can be offered the opportunity to take part of an increase in value of the Company's shares. This is expected to increase the interest for the Company's development - as well as the Company's share price development - and to stimulate continued Company loyalty over the forthcoming years.
Dilution effect
If all warrants are exercised the number of shares increases by 75,000 shares.
If all warrants are exercised, the dilution will be no more than about 1.1 percent of shares and votes, based on the Company's current share capital. Reservation is made for other conversions due to share issues, etc., that may be subject to the full terms and conditions for the warrants.
Other issued warrants
There are currently no other issued warrants except of POLYMER TO1.
Costs
As the warrants are issued at market value, it is the Company's assessment that no social security contributions will arise for the Company as a result of the option program in addition to certain limited costs in the form of external consulting fees and administration regarding the option program
Special authorization
The board, or a person appointed by the board, shall be authorized to make minor adjustments to the above-mentioned proposal that may prove necessary in connection with the registration of the above resolution at the Swedish Companies Registration Office and possible registration at Euroclear Sweden of the warrants.
Majority requirements
For a valid resolution of the meeting in accordance with the Board’s proposal under item 7 above, it is required that the resolution is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.
Number of shares and votes in the Company
The total number of shares in the Company at the time of issuance of this notice is 6,859,198. The Company does not hold any of its own shares.
Personal data
For information on how shareholders' personal data is processed, please refer to the privacy policy available on Euroclear's website https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammorsvenska.pdf
Stockholm, November 2021
POLYMER FACTORY SWEDEN AB
The Board of Directors
For more information about Polymer Factory, please contact:
Elin Mignérus, CEO
Phone: +46 (0) 79 300 27 76
E-mail: elin.mignerus@polymerfactory.com
Polymer Factory (publ) is a leading global provider and producer of dendritic materials, with customers ranging from BigPharma, MedTech and BioTech companies, to research-intensive institutes and academic research groups. The Company’s dendritic materials act as smart delivery systems that enhance the effects of the substances they carry, e.g. a vaccine or an anticancer drug. They have also shown great promise in diagnostics, tissue engineering and in the development of vaccines. In addition, Polymer Factory has used the Company’s vast knowledge and expertise to develop a patented calibration technology, named SpheriCal®, designed for Mass Spectrometry instruments. The Company’s dendritic nanotechnologies have the potential to accelerate innovation in technologically demanding sectors, such as MedTech and BioTech. Learn more at www.polymerfactory.com.