This notice is published in both the Swedish and the English language. In the event of inconsistency or discrepancy between the English version and the Swedish version of this publication, the Swedish language version shall prevail.
The shareholders of Serstech AB (publ) are invited to the Annual General Meeting on Friday 29 April 2022
at 1 pm at the company’s office, Åldermansgatan 13 in Lund.
Registration
Shareholders wishing to attend the meeting must
- be included in the register of shareholders held by Euroclear Sweden AB as of Thursday 21 April 2022,and
- notify the company of their intention to attend by Tuesday 26 April 2022 in writing to Serstech AB (publ), ATT: Thomas Pileby, Åldermansgatan 13, 227 64 Lund, by e-mail to tp@serstech.com or by phone 0702-072643. The notification must state the name, personal or organizational number, address and telephonenumber, number of shares and, where applicable, the number
of representatives (maximum two) who will be attending the meeting. The notification should when applicable contain mandates, certificate of registration and/or other supporting documents.
Trustee-registered shares
Those who have trustee-registered shares must, in addition to the registration of attendance at the meeting, via thetrustee's agency register the shares in their own name so that the shareholder concerned is registered in the shareregister on the record date of April 21, 2022. This means that shareholders must notify their trustee in due time beforethe said date.
Proxy, etc.
For shareholders represented by proxy, authorization must be sent together with the registration. Authorization mustbe in writing, dated and signed. The original authorization can not be older than a year, unless a validity of maximumfive years is stated. The original authorization must be brought to the
AGM. Representatives of legal entities and corporate bodies must also provide a copy of the registration certificates or equivalent authorization documents that show the competent authorized
signatories. Authorization forms (in Swedish) are available at www.serstech.com and can also be obtained from the company.
Number of shares and votes
The number of shares and votes in the company at the time of this notice are 83 816 085. The company holds no shares.
Proposed agenda
- Opening of the meeting
- Election of Chairman for the meeting
- Establishment and approval of the voting list
- Approval of agenda
- Election of one or two adjustors
- Examination of whether the meeting has been properly convened
- Presentation of the annual report and auditor’s report
- Resolutions concerning
- adoption of income statement and balance sheet
- dispositions relating to income and the adopted balance sheet
- discharge from liability for the CEO and members of the Board
- Determination of fees for Board members and auditors
- Election of Board members and auditors
- Authorization of a new issue of stock options
- Closing of the Meeting
Proposed decisions in short
Dispositions relating to income (item 8b)
The Board of Directors propose that no dividend be paid and that the company’s accumulated funds
be carried forward.
Proposal of fees for Board members and auditors (item 9)
The Nomination Committee (valberedning@serstech.com), which consists of Peter Höjerback (chairman) and Jens Munch and Thomas Lundeberg, proposes that remuneration to the chairman shall amount to SEK 200 000 and SEK 120 000 to each of the other elected Board members not employed by the company.
The Board proposes appointing one auditor without deputies. The auditor’s fee is proposed to be in
accordance with approved invoice within the scope of the quotation.
Election of Board members and auditors (item 10)
The Nomination Committee proposes re-election of Board members Thomas Pileby, Sverker Göranson and Arve Nilsson and Märta Lewander Xu.
The Nomination Committee proposes Thomas Pileby as Chairman of the Board of Serstech. PwC is proposed asauditing company with reelection of Cecilia Andrén Dorselius as lead auditor until the 2023 AGM.
Proposal of a new issue of stock options as an incentive program for new employees (item 11)
The Board proposes that the General Meeting decides to issue a maximum of 2.000.000 stock options 2022/2025.
The right to subscribe the stock options shall, deviating from the shareholders preferential right, be given to the fully owned subsidiary Serstech Förvaltning AB, with the right to transfer them to employees in Serstech in accordancewith the following.
The stock options shall primarily be offered in connection with new employment. Such transfer shall in Sweden bemade in exchange for payment equivalent to the theoretical market value at the time of the transfer, calculated with the Black & Scholes model. Any transfer outside of Sweden shall follow common terms and conditions for stock option offerings in that specific country.
Subscription of the stock options shall be made on subscription list by 31 May 2022. The stock options are transferredwithout renumeration. A stock option provides the holder with the right to purchase one share to the share price of160% of the average Serstech share price on the Nasdaq First North Growth Market during the period from 6 June2022 to 17 June 2022. The purchase of the above mentioned share shall be made during the time period of 1-10 June 2025.
If fully subscribed at the moment of the decision, the stock options according to the terms will increase the number ofshares and votes in the company by at the most 2,000,000, which is equivalent to approximately
2,2 % of the number of existing shares and votes. The dilution effect has been calculated as the number of addedshares when fully subscribed in relation to the number of shares after the full subscription. The proposal by the Boardis not considered to cause any additional dilution to the result per share. There is an existing stock option programesof3,200,000 options with the maturity date of 1-10 June 2022,and 1.300.000 options with the maturity date 1-10 June 2024 and the dilution effect previously mentioned is calculated assuming these options are fully subscribed.
The motivation for the proposal and the reason for deviating from the shareholder’s preferential rights is that thecompany estimate that it is positive for the company in the long term that new employees in the company areoffered a possibility to become stakeholders in the company via an incentive program.
The complete terms and conditions for the stock options will be disclosed in the full version of the proposal. Authorization in accordance with the proposal from the Board, including the approval of transfer of options from Serstech Förvaltning AB to employees in Serstech according to the above, is valid only if it is approved byshareholders representing at least nine out of ten parts of the votes as well as the shares represented at the general meeting.
The annual report and complete supporting documents (in Swedish) will be made available at the company address and on the company’s website, www.serstech.com, at least three weeks before the meeting and will be sent by mail to shareholders who so request and state their postal address. Copies will also be distributed at the meeting.
Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Use of personal data
For information on how your personal data is used, please refer to the privacy policy which can be found on the Euroclear website at www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammorsvenska.pdf. SerstechAB (publ) has company registration number 556713-9893 and its registered office is in Lund.
Lund March 2022
The Board of Directors of Serstech AB (publ)
For further information, please contact: Stefan Sandor,
CEO, Serstech AB Phone: +46 739 606067
Email: ss@serstech.com
Thomas Pileby,
Chairman of the Board, Serstech AB Phone: +46 702 072643
Email: tp@serstech.com
or visit: www.serstech.com
The information was submitted for publication, through the agency of the contact person set out above at 15:00 CET on March 31, 2022.
Certified advisor to Serstech is Svensk Kapitalmarknadsgranskning AB (SKMG), phone: +46 11 323 07 32, e- mail:ca@skmg.se.
About Serstech
Serstech delivers solutions for chemical identification and has customers around the world, mainly in the safety and security industry. Typical customers are customs, police authorities, security organizations and first responders.The solutions and technology are however not limited to security applications and potentially any industry using chemicals of some kind could be addressed by Serstech’s solution. Serstech’s head office is in Sweden and all production is done in Sweden.
Serstech is traded at Nasdaq First North Growth Market and more information about the company can be found at www.serstech.com
