Pre-Annual General Meeting Information • Oct 22, 2020
Pre-Annual General Meeting Information
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The shareholders of Qliro AB, reg. no. 556962-2441 ("Qliro"), are hereby invited to attend the Extraordinary General Meeting, to be held on Monday 23 November 2020. Due to the COVID-19 pandemic, the meeting will be carried out only through postal voting pursuant to temporary legislation. It will not be possible for shareholders to attend the general meeting in person or by proxy.
Shareholders who wish to participate in the general meeting shall (i) be entered as shareholders in the share register maintained by Euroclear Sweden AB in relation to the circumstances on Friday 13 November 2020 and (ii) give notice of their attendance at the general meeting no later than on Friday 20 November 2020 by casting a postal vote in accordance with the instructions under the heading Postal voting below, so that the postal voting form is received by Euroclear Sweden AB no later than Friday 20 November 2020.
In order to be entitled to participate in the Extraordinary General Meeting, shareholders who have their shares registered in the names of nominees must, apart from giving notice of their attendance at the general meeting, register their shares in their own name so that the shareholder is entered in the share register as per 13 November 2020. Such registration may be temporary (so called voting right registration), and request for such registration shall be made to the nominee in accordance with the nominee's routines in such time in advance as decided by the nominee. Voting rights registrations effected no later than the second banking day after 13 November 2020 shall be considered in the presentation of the share register.
Shareholders may exercise their voting rights at the general 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.
A special form shall be used for postal voting. The form is available on Qliro's website, www.qliro.com. The postal voting form is considered as the notification of attendance at the general meeting.
The completed voting form must be received by Euroclear Sweden AB (being the administrator of the forms for Qliro) no later than Friday 20 November 2020. The completed form shall be sent to Qliro AB, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. The completed form may alternatively be submitted electronically either by signing using BankID as per instructions available on https://anmalan.vpc. se/euroclearproxy or through sending the completed voting form by e-mail to [email protected]. If a shareholder votes in advance by proxy, a power of attorney shall be enclosed with the form. Power of attorney forms are available at the company's website, www.qliro.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed with the voting form. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote (i.e. the postal vote in its entirety) is invalid. Further instructions and conditions are included in the form for postal voting.
The Board of Directors proposes that Fredrik Lundén, member of the Swedish Bar Association, from Advokatfirman Cederquist is elected Chairman of the Extraordinary General Meeting.
The voting list which is proposed to be approved under item 2 of the agenda shall be the voting list drawn up by Euroclear Sweden AB at the request of the company based on the general meeting's share register and postal votes received. The list shall be controlled by the persons verifying the minutes.
The Board of Directors proposes Christoffer Häggblom, Rite Ventures, and Fredrik Ahlin, Mandatum Life, or, if any or both of them are unable to attend the meeting, the person or persons otherwise assigned by the Board of Directors. The persons verifying the minutes shall also control the voting list and that received postal votes are correctly reflected in the minutes.
The Board of Directors proposes that the Extraordinary General Meeting resolves to introduce a warrant plan (the "Warrant Plan") for members of the executive management team and key employees in Qliro, including issue and transfer of warrants. The objective of the Warrant Plan, and the reason for deviating from the shareholders' preferential rights, is to strengthen the link between the work of the executive management team and key employees and created shareholder value. By that means, it is considered that there will be an increased alignment of interests between the participants and shareholders in Qliro.
| CATEGORY | GUARANTEED NUMBER OF WARRANTS |
MAXIMUM NUMBER OF WARRANTS |
|---|---|---|
| A. CEO (1 person) |
126,127 warrants | 154,154 warrants |
| B. Members of the executive management team with strategy responsibility (maximum 4 persons) |
70,070 warrants per person (entire category B: 280,280) |
84,084 warrants per person (entire category B: 336,336) |
| C. Other members of the executive management team (maximum 5 persons) |
49,049 warrants per person (entire category C: 245,245) |
70,070 warrants per person (entire category C: 350,350) |
| D. Other key employees (maximum 14 persons) |
21,021 warrants per person (entire category D: 294,294) |
35,035 warrants per person (entire category D: 490,490) |
| In total: 24 participants | In total: 945,946 |
has inside information during the aforementioned period, the board shall be entitled to postpone the Measurement Period. If the average share price of the Qliro share, calculated in accordance with the complete terms and conditions for the warrants, upon subscription of new shares by exercising the warrants, exceeds 250 per cent of the calculated average volume-weighted price paid for the Qliro share on Nasdaq Stockholm during the Measurement Period, a recalculated lower number of shares to which each warrant entitles shall apply.
from and including the day following the publication of the interim report for the period 1 January - 30 September 2023 and for a period of two weeks thereafter, but not earlier than 16 October 2023 and not later than 15 December 2023, and
from and including the day following the publication of the year-end report for the period 1 January - 31 December 2023 and for a period of two weeks thereafter, but not earlier than 15 January 2024 and not later than 15 February 2024.
The transfer of warrants to the participant is conditional upon that the participant has entered into an agreement regarding repurchases etc. pursuant to which Qliro or a purchaser designated by Qliro has the right, but is not obligated, to repurchase the warrants at market value if the participant ceases to be employed by Qliro or if the participant wishes to transfer the warrants to a third party.
The Warrant Plan has been prepared by the board of Qliro and has been discussed at board meetings during the fall of 2020. Apart from the proposed Warrant Plan, there are currently no outstanding share-based incentive plans in Qliro.
The board of Qliro is authorized to make such minor adjustments to the resolution by the Extraordinary General Meeting that may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Referring to the description above, the board proposes that the Extraordinary General Meeting resolves to establish the Warrant Plan, including issue and transfer of warrants.
A resolution on the Warrant Plan in accordance with the board's proposal is valid if supported by shareholders holding more than nine-tenths of the votes cast and the shares represented at the Extraordinary General Meeting.
The Board proposes that the articles of association are amended in accordance with the below. A new section is proposed to be inserted in the articles of association which allows the Board to, prior to general meetings, (i) collect powers of attorney in accordance with the procedure described in Chapter 7, Section 4 of the Companies Act and (ii) resolve that the shareholders shall be able to exercise their right to vote by post prior to general meetings. The Board further proposes amendments to the articles of association due to changes in legislation.
| Current wording | Proposed wording | |
|---|---|---|
| § 8, first paragraph |
||
| Shareholders wishing to participate in the general meeting must be a registered shareholder in a transcript or some other presentation of the entire share register pertaining to the conditions prevailing five weekdays prior to the meeting, and notify the Company of their intention to participate not later than the day stated in the notice to attend the meeting. The latter-mentioned day may not fall on a Sunday, any other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year' Eve, nor may it fall earlier than the fifth weekday prior to the meeting. |
To be entitled to participate in a general meeting, shareholders must give notice to the company no later than on the day stipulated in the notice of the meeting. This day may not be a Sunday, another public holiday, a Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, and may not |
fall before the fifth business day prior to the meeting.
| § 11 Collection of powers of attorney and postal voting |
|
|---|---|
| The board may collect powers of attorney in accordance with the procedure set out in Chapter 7, Section 4, second paragraph of the Companies Act (2005:551). The board has the right before a general meeting to decide that shareholders should be able to exercise their right to vote by post before the general meeting. |
As a consequence of the proposed amendments, the Board further proposes that the articles of association are renumbered, whereby the current § 11 becomes § 12 and the current § 12 becomes § 13.
The resolution under this item 7 is valid only if supported by shareholders holding not less than two thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
Shareholders representing approximately 35.6% of the shares and votes in Qliro propose that Alexander Antas shall be elected as board member for the period until the end of the next annual general meeting.
Alexander Antas was born 1981 and holds a master's degree in finance from Hanken School of Economics in Finland. Alexander Antas is currently Head of Private Equity at Mandatum Alternative Investments Funds Ltd, and has previously been Portfolio Manager and Head of Alternative Investments at Sampo plc (2008- 2020) and analyst at Carnegie Investment Bank (2006-2008).
Alexander Antas does not hold any shares in Qliro.
Alexander Antas is independent in relation to the company and its management, and independent in relation to major shareholders.
Press Release 22 October 2020 12:30:00 CEST
If the general meeting resolves in accordance with the shareholders' proposal, the Board of Directors will consist of Lennart Jacobsen, Robert Burén, Monica Caneman, Lennart Francke, Helena Nelson and Alexander Antas.
As per the date of the announcement of this notice, there are a total of 17,972,973 shares in Qliro, and an equal number of votes. At the time of the announcement of this notice, the company held no own shares in treasury.
The shareholders have the right to receive information from the Board of Directors and the CEO regarding circumstances that may affect the assessment of an item on the agenda if the Board of Directors believes that such information can be provided without causing material damage to the company. A request for such information shall be made in writing to Qliro AB, Att: Andreas Frid, Box 195 25, SE-104 32 Stockholm, Sweden, or by e-mail to [email protected], no later than 13 November 2020. The information is provided by being kept available at the company on the address Sveavägen 151, SE-113 46 Stockholm, Sweden and on the company's website, www.qliro.com, no later than 18 November 2020. The information is also sent, within the same period of time, to the shareholders who so request and state their postal or e-mail address.
The Board of Directors' report pursuant to Chapter 14, Section 8 of the Companies Act, the Auditor's statement pursuant to Chapter 14, Section 8 of the Companies Act, complete terms and conditions for the proposed warrants and the proposed new articles of association will be available at the company on the address Sveavägen 151, SE-113 46 Stockholm, Sweden and on the company's website, www.qliro.com, no later than Monday 2 November 2020 and are sent to shareholders who so request and state their postal address.
For information regarding the processing of your personal data, please see: https://www.euroclear.com /dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
______________
Stockholm in October 2020 Qliro AB Board of Directors
Andreas Frid, Head of Investor Relations Phone: +46705290800 E-mail: [email protected]
Founded in 2014, Qliro is a tech company offering flexible payment solutions for e-commerce merchants in the Nordics and digital financial services to consumers in Sweden. Since 2014, Qliro has grown quickly and during the latest year more than 2.3 million customers have used Qliros services and business volumes with Qliros payment products exceeded SEK 5.8 billion. The largest owners are Rite Ventures with a 25.8% ownership and Mandatum Life (Sampo-controlled company) with a 9.8 % ownership. Qliro is listed on Nasdaq Stockholm since October 2020 with the ticker "Qliro". Qliro has its registered address in Stockholm and is a credit market company under the supervision of the Swedish Financial Supervisory Authority (FI). For more information see https://www.qliro.com/en/investor-relations
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