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Extraordinary General Meeting 2016
Notice of Extraordinary General Meeting in Sprint Bioscience AB (publ)
The shareholders of Sprint Bioscience AB (publ) are hereby invited to the Extraordinary General Meeting on Friday 2 December 2016 at 15.00 at Apotekarsocieteten, Wallingatan 26A, Stockholm.
Right to participate in the General Meeting
Shareholders who wish to attend the General Meeting shall in part be entered in the share register maintained by Euroclear Sweden AB on Friday 25 November 2016, in part register with the company by Monday 28 November 2016.
Notification shall be made by letter to Sprint Bioscience AB (publ), Attn: Sara Ellemar, Novum, Hälsovägen 7, 141 57 Huddinge, by telephone to Sara Ellemar on telephone number +46 8 411 44 55, or by e-mail to info@sprintbioscience.com. The notification must include name, personal/corporate identity number, shareholding, address, daytime telephone number and details of any advisors (maximum two) and, where applicable, details of proxies.
Ombudsmen
Shareholders represented by proxy must issue a dated power of attorney for the proxy. If the power of attorney is issued by a legal entity, a certified copy of the certificate of registration or equivalent for the legal entity must be attached. The power of attorney and any certificate of registration may not be older than one year, although the power of attorney may be older if it is valid for a longer period of time, up to a maximum of five years. The original power of attorney and any certificate of registration should be sent to the company at the above address or by e-mail to the above e-mail address in good time before the meeting. A proxy form is available on the company's website, www.sprintbioscience.se, and will also be sent to shareholders who so request and who provide their postal address.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or securities institution must temporarily re-register their shares in their own name in order to be entitled to participate in the meeting. Such registration must be completed at Euroclear Sweden AB on Friday 25 November 2016, which means that the shareholder must inform the nominee well in advance of this date.
Number of shares and votes
As of the date of this notice, there are a total of 7,062,836 shares in the company, which entitle the holder to one (1) vote per share at the meeting. Consequently, there are a total of 7,062,836 shares and 7,062,836 votes in the company.
Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Proposal for the agenda
- Opening of the General Meeting
- Election of the Chairman of the General Meeting
- Establishment and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Examination of whether the meeting has been duly convened
- Proposal for resolution on issue of warrants within the framework of a long-term incentive programme for employees
- Proposal from shareholders for a resolution on the issue of warrants within the framework of a long-term incentive programme for board members of Sprint Bioscience
- Proposal for a resolution to amend the Articles of Association
- The meeting is closed
Proposal points
Item 7. Proposal for resolution on issue of warrants within the framework of a long-term incentive programme for employees
The board of directors of Sprint Bioscience AB (publ) (the "Company" or "Sprint Bioscience") proposes that the general meeting resolves to issue warrants within the framework of a long-term incentive programme, warrant programme 2016/2019 of series 1 (the "Programme").
Background and motives
The Board of Directors considers it to be in the interest of the Company and the shareholders that current senior executives and other employees of the Company are made to participate in the Company's development by being offered warrants in the Programme. The purpose of the proposed Programme is to create conditions for retaining and recruiting competent personnel to the Company and to increase the motivation of the Company's employees by participating in and promoting a positive value development of the Company's share during the period covered by the proposed Programme.
In light of the terms and conditions, the size of the allotment and other circumstances, the Board of Directors considers the proposed Programme to be reasonable and beneficial for the Company and its shareholders as set out below.
General information on the terms of the warrants
In total, a maximum of 131,639 warrants are proposed to be issued in the Programme. In total, the Programme covers up to 23 employees, divided between two categories. The warrants will be issued to employees free of charge. The Company's board members shall not be covered by the Programme. The right to subscribe for warrants shall be granted to employees who have entered into a pre-emption agreement with Sprint Bioscience, as set out below.
Each employee in the category Senior management and other key persons can be issued a maximum of 12,500 warrants and each employee in the category Other employees will be offered 2,500 warrants.
Each warrant entitles the holder to subscribe for one share in the Company during the period from 13 December 2019 up to and including 31 December 2019 at a price corresponding to 150 percent of the Sprint Bioscience share's volume-weighted average price on Nasdaq First North during the period of five trading days immediately following the extraordinary general meeting that resolves on the Programme. The subscription price thus calculated shall be rounded off to the nearest whole ten öre, whereby five öre shall be rounded upwards. The subscription price shall be determined by a valuation institute engaged by the Company and may in any event not be lower than the quota value of the shares.
The subscription price per share and the number of shares that each warrant entitles to subscribe for shall be recalculated in the event of a split, bonus issue, reverse split, issues and similar events in accordance with customary recalculation terms. The warrants shall, in accordance with customary conditions, be exercisable earlier in the event of, inter alia, compulsory redemption of shares, liquidation or merger whereby Sprint Bioscience is absorbed by another company. In addition, the board of directors shall be authorised to make adjustments to comply with specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if there are significant changes in Sprint Bioscience or its environment which would result in the agreed terms of the Programme no longer fulfilling its objectives.
In connection with employees subscribing for warrants, Sprint Bioscience will, through a pre-emption agreement, reserve the right to repurchase warrants if the participant's employment with the Company ceases or if the participant in turn wishes to transfer the warrants. The right to repurchase warrants upon termination of employment is reduced for the Company by one third per year that the participant is employed by Sprint Bioscience after the implementation of the Programme. A repurchase of warrants under the preemption agreement shall be made at a value corresponding to the lower of the market value of the warrants when the repurchase right is exercised and the market value at the implementation of the Programme.
As far as employees resident outside Sweden are concerned, it is assumed that subscription of warrants can legally take place and that, in the Board's judgement, it can be done with reasonable administrative and financial efforts.
Market value, costs and dilution effect, etc.
The market value of the warrants corresponds to approximately SEK 7 per warrant (assuming a price of the Company's shares of approximately SEK 38 per share, an exercise price of approximately SEK 59 per share, a risk-free interest rate of approximately -0.6 per cent and a volatility of 46 per cent and that no dividend is paid), calculated according to the Black&Scholes valuation model.
The warrants will be issued and transferred to employees free of charge. The programme will be accounted for in accordance with IFRS 2, which means that free warrants will be expensed as a personnel cost. The cost of the warrants is assumed to amount to approximately SEK 0.9 million, excluding social security contributions, calculated in accordance with IFRS 2 on the basis of the above assumptions and that the number of warrants amounts to 131,639, corresponding to a dilution of approximately 1.8 per cent. Social security costs are estimated to amount to approximately SEK 0.2 million, assuming the assumptions above and social security contributions amounting to 25.0 per cent.
In addition to the above, the costs of the Programme have been calculated on the basis that the Programme comprises a maximum of 23 participants and that the participants receive the maximum allowable allocation as set out above.
Based on the existing number of shares and votes in the Company, the proposed Programme, upon exercise of all 131,639 warrants, entails a full dilution corresponding to approximately 1.8 per cent of the total number of outstanding shares and votes in the Company. Taking into account also the proposed incentive programme to a member of the board of directors of Sprint Bioscience according to item 8 on the agenda of the general meeting resolving on the Programme, corresponding to a maximum of 12,500 warrants, these programmes together entail a full dilution corresponding to approximately 2 per cent of the total number of outstanding shares and votes in the company. There are no other outstanding incentive programmes in Sprint Bioscience.
The programme is expected to have a marginal impact on Sprint Biosciences' key performance indicators.
Item 8. Proposal from shareholders for a resolution to issue warrants within the framework of a long-term incentive programme for a board member of Sprint Bioscience
WTS Invest AB, as shareholder in Sprint Bioscience (the "Shareholder"), proposes that the general meeting resolves to issue warrants within the framework of a long-term incentive programme, warrant programme 2016/2019 of series 2 (the "Board Programme").
Background and motives
It is considered to be in the interest of the Company and the shareholders that the members of the board of directors of the Company are made part of the Company's development by being offered warrants in the Board Programme. The purpose of the proposed Board Programme is to create conditions for retaining and recruiting competent board members to the Company and to increase the motivation of the Company's board members by participating in and promoting a positive value development of the Company's share during the period covered by the proposed Board Programme.
In light of the terms and conditions, the size of the allotment and other circumstances, the Shareholder considers that the proposed Board Programme as set out below is reasonable and beneficial to the Company and its shareholders.
General information on the terms of the warrants
A maximum of 12,500 warrants are proposed to be issued in the Board Programme. The Board Programme includes the member of the Board who is an external board member, i.e. who does not represent a major shareholder or is a co-founder of the Company. The right to subscribe for warrants shall be granted to the board member Karin Meyer, whereby a maximum of 12,500 warrants may be subscribed for, provided that a pre-purchase agreement has been entered into with Sprint Bioscience. Subscription of warrants shall be made at a price corresponding to the market value of the warrant (i.e. the option premium), calculated by a valuation institute engaged by the Company, according to the so-called Black & Scholes formula.
Each warrant entitles the holder to subscribe for one share in the Company during the period from 13 December 2019 up to and including 31 December 2019 at a price corresponding to 150 percent of the Sprint Bioscience share's volume-weighted average price on Nasdaq First North during the period of five trading days immediately following the extraordinary general meeting that resolves on the Board Programme. The subscription price thus calculated shall be rounded off to the nearest whole ten öre, whereby five öre shall be rounded upwards. The subscription price shall be determined by a valuation institute engaged by the Company and may in any event not be lower than the quota value of the shares.
The subscription price per share and the number of shares that each warrant entitles to subscribe for shall be recalculated in the event of a split, bonus issue, reverse split, issues and similar events in accordance with customary recalculation terms. The warrants shall, in accordance with customary conditions, be exercisable earlier in the event of, inter alia, compulsory redemption of shares, liquidation or merger whereby Sprint Bioscience is absorbed by another company.
In connection with the subscription of warrants by the board member, Sprint Bioscience will, through a pre-emption agreement, reserve the right to repurchase the warrants if the board member's assignment in the Company ceases or if the board member in turn wishes to transfer the warrants. The right to repurchase warrants upon termination of the board assignment is reduced for the Company by one third per year that the board member is active on the board of Sprint Bioscience after the implementation of the Board Programme. A repurchase of warrants under the pre-emption agreement shall be made at a value corresponding to the lower of the market value of the warrants when the repurchase right is exercised and the market value at the implementation of the Governance Programme.
Market value, costs and dilution effect, etc.
The market value of the warrants corresponds to approximately SEK 7 per warrant (assuming a price of the Company's shares of approximately SEK 38 per share, an exercise price of approximately SEK 59 per share, a risk-free interest rate of approximately -0.6 per cent and a volatility of 46 per cent and that no dividend is paid), calculated according to the Black&Scholes valuation model.
Since the subscription price for subscription of warrants under the Board Programme corresponds to the market value, Sprint Bioscience will not incur any personnel costs or social security contributions in connection with the implementation of the Board Programme.
Based on the existing number of shares and votes in the Company, the proposed Board Programme, upon exercise of all 12,500 warrants, entails a full dilution corresponding to approximately 0.2 per cent of the total number of outstanding shares and votes in the Company. Taking into account also the proposed incentive programme for employees in Sprint Bioscience according to item 7 on the agenda for the general meeting resolving on the Board Programme, corresponding to a maximum of 131,639 warrants, these programmes together entail a full dilution corresponding to approximately 2 per cent of the total number of outstanding shares and votes in the company. There are no other outstanding incentive programmes in Sprint Bioscience.
The Board Programme is expected to have a marginal impact on Sprint Biosciences' key performance indicators.
Item 9. Proposal for resolution on amendment of the Articles of Association
In order to enable the company to hold general meetings in Huddinge, where the company has its head office, the board of directors proposes that provision § 8 of the articles of association is amended so that general meetings, in addition to Stockholm, may also be held in Huddinge. The proposed amendment entails the following addition to provision § 8 of the articles of association:
"General Meeting to be held in Stockholm or Huddinge".
The Board further proposes that provision § 10 of the Articles of Association on participation in general meetings be amended as follows:
"In order to attend a general meeting, shareholders must notify the company of their intention to attend and the number of assistants no later than the date specified in the notice of the meeting. This day may not be a Sunday, other public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve and may not be earlier than the fifth weekday before the meeting. The number of assistants may not exceed two".
The Board of Directors further proposes that the previous provision § 11 on the reconciliation clause be replaced with the following:
"The company's shares shall be registered in a CSD register in accordance with the Financial Instruments Accounts Act (1998:1479)".
Majority requirement
A valid resolution under items 7 and 8 above requires the approval of at least nine-tenths (9/10) of both the votes cast and the shares represented at the General Meeting. A valid resolution under item 9 above requires the approval of at least two-thirds of both the votes cast and the shares represented at the General Meeting.
All relevant documents will be available at the company's address Sprint Bioscience AB (publ), Novum, Hälsovägen 7, 141 57 Huddinge, Sweden, and at www.sprintbioscience.se no later than three weeks prior to the general meeting and will be sent to shareholders who so request and who inform the company of their postal address.
Stockholm, November 2016
Sprint Bioscience AB (publ)
The Board of Directors