(Información remitida por la empresa firmante)
warrants at an exercise price of SEK 56 per B share expiring on 2027-05-31, of which 200,000 were signed by key people in the external sales organization, 90,000 were signed by the management team, and 165,000 by key employees in the company. The second option program comprises 120,000 warrants at an exercise price of SEK 56 per B share which expires on 31/05/2027. The program is aimed solely at the board of Zinzino AB and as of the reporting date, 100,000 warrants have been subscribed, of which 40,000 by the chairman of the board and 20,000 by the board’s other members, fully in accordance with the general meeting’s decision.
If all outstanding warrants as above are used for new subscriptions, a total of 2,314,867 B shares will be issued, which corresponds to a total dilution of the share capital amounting to a total of approximately 6.5%.
Item 17 – Decision on directed new issue with payment by offsetting the claim to Kenneth Koh.
The board proposes to the meeting to decide to increase the share capital by SEK 2,018.8 by issuing 20,188 new B shares. New B shares carry the right to a profit distribution for the first time on the dividend record date that falls closest after the new issue has been registered with the Swedish Companies Registration Office and the share entered in the share register at Euroclear Sweden AB. The right to subscribe for the 20,188 B shares belongs only to Kenneth Peow Swee Koh. Subscription for new shares must take place on a separate subscription list no later than June 15, 2023, but the board shall have the right to extend the subscription period. Payment of the liquid for the shares takes place by offsetting Kenneth Peow Swee Koh’s claim on Zinzino AB amounting to SEK 521,855. The subscription price for each newly subscribed share amounts to SEK 25.85. The part of the subscription price that exceeds the quota value must be transferred to the free share premium fund.
The reason for deviating from the shareholders’ preferential right is to enable the acquisition from which the current set-off claim is derived. The possibility of carrying out strategically important acquisitions for the company through targeted new issues is of great operational importance for the company. According to the board, this speaks in total and with sufficient strength that it is in the interests of the company and the shareholders to make an issue with a deviation from the shareholders’ preferential right. The current subscription price follows the principles stated in the current share transfer agreement, which in turn was determined after extensive negotiations with the subscriber. The subscription price is thus considered by the board to be market-based.
For decisions according to the above, assistance is required from shareholders who represent at least 9/10 of both the votes cast and the shares represented at the meeting.
Item 18 – Decision on directed new issue with payment by offsetting the claim to Enhanzz AG.
The board proposes to the meeting to decide to increase the share capital by SEK 5,759.5 by issuing 57,595 new B shares. New B shares carry the right to a profit distribution for the first time on the dividend record date that falls closest after the new issue has been registered with the Swedish Companies Registration Office and the share entered in the share register at Euroclear Sweden AB. The right to subscribe for the 57,595 class B shares belongs only to Enhanzz AG. Subscription for new shares must take place on a separate subscription list no later than June 15, 2023, but the board shall have the right to extend the subscription period. Payment of the cash for the shares takes place by offsetting Enhanzz AG’s claim on Zinzino AB amounting to SEK 1,935,200. The subscription price for each newly subscribed share amounts to SEK 33.60. The part of the subscription price that exceeds the quota value must be transferred to the free share premium fund.
The reason for deviating from the shareholders’ preferential right is to enable the acquisition from which the current set-off claim is derived. The possibility of carrying out strategically important acquisitions for the company through targeted new issues is of great operational importance for the company. According to the board, this speaks in total and with sufficient strength that it is in the interests of the company and the shareholders to make an issue with a deviation from the shareholders’ preferential right. The current subscription price follows the principles stated in the current share transfer agreement, which in turn was determined after extensive negotiations with the subscriber. The subscription price is thus considered by the board to be market-based.
For decisions according to the above, assistance is required from shareholders who represent at least 9/10 of both the votes cast and the shares represented at the meeting.
Item 19 – Decision on issue authorization for preferential issues
The board proposes that the general meeting authorizes the board to, on one or more occasions during the period until the next annual general meeting, decide on a new issue of B shares and/or warrants and/or convertibles against cash payment and/or with provision for in-kind or set-off or otherwise with conditions taking into account the shareholders’ pre-emptive rights. Any warrants or the convertible issued under this authorization shall entitle the holder to subscribe for B shares.
The issues must take place at a market subscription rate determined by the board. The number of B shares that can be issued and the number of B shares that can be subscribed for with the support of an option right to subscribe for new shares, respectively the number of B shares that convertibles must entitle conversion to, must in total amount to such a number as can be accommodated within the limits of the articles of association regarding the number of shares and share capital.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential right is that issues should be able to take place for financing the company’s operations, commercialization and development of the company’s products and markets and/or acquisition of operations, companies or parts of companies, and/or to enable a broadening of the owner base in the company.
Item 20 – Decision on issue authorization for targeted issues
The board proposes that the general meeting authorizes the board to, on one or more occasions during the period until the next annual general meeting, decide on a new issue of B shares and/or warrants and/or convertibles against cash payment and/or with provision for in-kind or set-off or otherwise with conditions and thereby being able to deviate from the shareholders’ preferential right. Any warrants or the convertible issued under this authorization shall entitle the holder to subscribe for B shares.
The issues must take place at a market subscription rate determined by the board. The number of B shares that can be issued and the number of B shares that can be subscribed for with the support of warrants to subscribe for new shares and the number of B shares that convertibles must entitle conversion to must total 3,000,000 B shares.
The purpose of the authorization and the reasons for any deviation from the shareholders’ preferential right is that issues should be able to take place for financing the company’s operations, commercialization and development of the company’s products and markets and/or acquisition of operations, companies or parts of companies, and/or to enable a broadening of the owner base in the company.
For decisions according to the above, assistance is required from shareholders who represent at least 2/3 of both the votes cast and the shares represented at the meeting.
NUMBER OF SHARES AND VOTES
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