Notice of Extraordinary General Meeting in Veg of Lund (publ)
The shareholders of Veg of Lund AB (publ) reg. no. 559054-4655 (the “Company”) are hereby given notice of the Extraordinary General Meeting (the “EGM”) to be held on 9 December 2022.
The Company’s EGM will be carried out through advance voting (postal voting) pursuant to temporary legislation. There will be no meeting with the possibility to attend in person or to be represented by a proxy.
The Company welcomes all shareholders to exercise their voting rights at the EGM through advance voting as described below. Information on the resolutions passed at the EGM will be published on 9 December as soon as the result of the advance voting has been finally confirmed.
The shareholders may request in the advance voting form that a resolution on one or several of the matters on the proposed agenda below should be deferred to a so-called continued general meeting, which cannot be conducted solely by way of advance voting. Such general meeting shall take place if the EGM so resolves or if shareholders representing at least one tenth of all shares in the Company so requests.
Right to participate
Shareholders that wish to participate in the EGM through advance voting, shall be registered in the share register maintained by Euroclear Sweden AB no later than on 1 December 2022; and shall have notified the Company of their intention to participate at the EGM no later than on 8 December 2022 by casting their advance vote in accordance with the instructions under the heading “Advance voting”.
Shareholders whose shares are registered in the name of a nominee/custodian must register their shares in their own names in order to be entitled to participate in the EGM. Such registration, which may be temporary, must be effected no later than on 5 December and shareholders must, therefore, instruct their nominees well in advance thereof.
The shareholders may only exercise their voting rights at the EGM by voting in advance, so-called postal voting, in accordance with Section 22 of the Act (2022:121) on temporary exceptions to facilitate the execution of general meetings in companies and other associations.
A special form shall be used for advance voting. The form is considered as notice to participate in the EGM. The form is available at ir.dugdrinks.com.
The completed form must be submitted to the Company no later than on 8 December 2022. The completed form shall be sent to Veg of Lund AB (publ) c/o Fredersen Advokatbyrå, Lästmakargatan 18, 111 44 Stockholm or by e-mail to [email protected]. If the shareholder votes in advance by proxy, a power of attorney shall be enclosed to the form. If the shareholder is a legal entity, a certificate of incorporation or a corresponding authorization document shall be enclosed to the form. The shareholder may not provide special instructions or conditions in the voting form. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form.
Proposal of agenda
1. Election of chairman of the meeting
2. Preparation and approval of the voting register
3. Approval of the agenda
4. Election of one or two persons to attest the minutes
5. Determination as to whether the meeting has been duly convened
6. Election of Board members
a) Anders Gustafsson (new election)
b) Rolf Bjerndell (new election)
7. Resolution on amendments of the Articles of Association
8. Resolution to adopt a long-term incentive program for Board members of the Company
The Nomination Committee’s proposals (items 1, 6 and 8)
The Nomination Committee has consisted of Kaj Söderström (Chairman) (representing Reosurf AB), Torbjörn Malmsjö (representing Anders Färnqvist) and Anders Hättmark (representing Confidera Syd Aktiebolag).
Election of chairman of the meeting (item 1)
The Nomination Committee proposes the EGM to resolve that lawyer Hannes Mellberg at Fredersen Advokatbyrå or if he is prevented from participating, the person appointed by the Board of Directors, is elected chairman of the EGM.
Election of Board members (item 6)
The Nomination Committee proposes the EGM to resolve that Anders Gustafsson and Rolf Bjerndell are elected as new members of the Board, for the period until the end of the next Annual General Meeting.
If the EGM resolves in accordance with the proposal the Board of Directors will consist of Chairman of the Board Håkan Pålsson and Board members Anders Hättmark, Roger Johansson, Linda Neckmar, Eva Tornberg, Anders Gustafsson and Rolf Bjerndell.
It is noted that Fred Holmberg, Magnus Nordin, Anders Gustafsson and Rolf Bjerndell receive renumeration for their work as Board members in accordance with the renumeration level resolved by the 2022 Annual General Meeting, proportionally in relation to the length of their term of office.
Information on proposed new Board members
Anders Gustafsson (born 1968) is Director Marketing & Product Management for Tetra Pak Vietnam and has extensive experience in sales and distribution of food products in several markets in Southeast Asia. Anders is independent to the Company, the management in the Company and the Company’s major shareholders. Anders do not hold any shares in the Company.
Rolf Bjerndell (born 1951) is Chairman of the Board of, among others, Adventure AB and GlucaNova AB. He has worked for several food companies, including as CEO of Skånemejerier and as Board member for Oatly, Probi and Brämhult. Rolf is independent to the Company, the management in the Company and the Company’s major shareholders. Rolf holds 15,625 shares in the Company.
Proposal to adopt a long-term incentive program for Board members of the Company (item 8)
The Nomination Committee for Veg of Lund AB (“Veg of Lund” or the “Company”) proposes that the EGM resolves to issue a maximum of 75,000 warrants within the scope of a long-term incentive program for certain Board members in Veg of Lund as follows.
The incentive program includes three of the Board members Håkan Pålsson, Anders Gustafsson and Rolf Bjerndell. The incentive program entails that participants are offered to subscribe for warrants at market value calculated according to Black-Scholes valuation formula.
Each warrant shall entitle the holder to subscribe for one new share in the Company, during the period from and including 1 January 2026 to and including 31 January 2026, at an exercise price corresponding to 150 percent of the volume weighted average price of the Company’s share during the period of ten trading days immediately after the publication of the Company’s quarterly report for the period 1 January – 30 September 2022, however, not less than the quota value of the Company’s share.
The price per warrant upon transfer to the participants shall be determined by an independent valuation institute as appointed by the Company and correspond to the market value of the warrant at the time of the acquisition, calculated in accordance with the Black-Scholes valuation formula. Based on a share price of SEK 7.95, the market value of the warrants has been preliminarily calculated at SEK 1.44 per warrant.
The number of shares that each warrant entitles to, as well as the exercise price, will be recalculated should the Company resolve on a share split, consolidation of shares, issue, etc. in accordance with customary recalculation conditions. The full terms and conditions for the warrants shall apply in all other aspects, as set out in Appendix A.
To be entitled to participate in the incentive program, the participant must have entered into an advance purchase agreement with Veg of Lund, whereby Veg of Lund, with certain exceptions, reserves the right to repurchase warrants if the participant’s employment or assignment in Veg of Lund ends or if the participant in turn wishes to transfer the warrants before the warrants can be exercised.
Allocation of warrants
The right to acquire warrants shall accrue to the Board members Håkan Pålsson, Anders Gustafsson and Rolf Bjerndell, provided that the participant has entered into an advance purchase agreement with the Company, whereby the Chairman of the Board, Håkan Pålsson, shall be offered to acquire a maximum of 37,500 warrants, and Anders Gustafsson and Rolf Bjerndell a maximum of 18,750 warrants each.
Costs and dilution
The warrants will be transferred at market value, which means that no social security contributions are to be paid by Veg of Lund due to the acquisition of the warrants.
Based on the number of shares in Veg of Lund per day of the notice to the EGM, the maximum dilution effect of the warrant program will be approximately 0.53 percent. Taking into account also shares that can be issued in accordance with previously implemented incentive programs in the Company, the maximum dilution amounts to approximately 5.78 percent.
For a description of the Company’s other long-term incentive programs, please visit Veg of Lund’s website, ir.dugdrinks.com.
The incentive program is only expected to have a marginal effect on the Company’s key ratios.
The rationale for the incentive program
The Nomination Committee considers that a share-related incentive program is an important part of a competitive remuneration package to attract and motivate competent Board members, as well as maximize value for all shareholders. The Nomination Committee further considers that the warrant program will increase the Board members’ involvement in the Company’s operations, strengthen the loyalty to the Company and be in favor of both the Company and its shareholders.
Preparation of the proposal
The incentive program has been prepared by the Nomination Committee, whereby the Board has been instructed to include the proposal in the notice.
The Board’s proposals (items 2, 4 and 7)
Preparation and approval of the voting register (item 2)
The voting list proposed to be approved is the voting list prepared by Fredersen Advokatbyrå on behalf of the Company, based on the EGM share register and received postal votes, controlled and checked by the person assigned to check the minutes.
Election of one or two persons to attest the minutes (item 4)
The Board of Directors proposes Madeleine Odell at Fredersen Advokatbyrå or if she is prevented from participating, the person appointed by the Board of Directors, to attest the minutes. The assignment to attest the minutes also include checking the voting list and that the received postal votes are correctly reflected in the minutes of the meeting.
Resolution on amendments to the Articles of Association (item 7)
To enable future issuances of shares, warrants or convertibles, the Articles of Associations’ limits for the share capital and the number of shares need to be adjusted. Consequently, the Board of Directors has prepared two different proposals for amendments to the Articles of Association regarding the limits for the share capital and the number of shares.
The amendments of the Articles of Association according to item 7 i) and 7 ii) depend on the number of shares that are subscribed and paid for in the issue of shares with pre-emption rights for existing shareholders which the Company’s Board resolved on 9 November 2022, with the support of the authorization granted by the Annual General Meeting held on 11 May 2022, and which was announced through a press release on 9 November 2022 (the “Rights Issue”). Due to the Rights Issue, the share capital can increase by a maximum of SEK 897,674.752 by issuing a maximum of 14,026,168 shares. In the event that the Rights Issue is fully subscribed, the number of shares will increase from 14,026,168 to 28,052,336, and the share capital will increase from SEK 897,674.752 to SEK 1,795,349.504.
The Board of Directors, the CEO or the person appointed by the Board is authorised to, after the Rights Issue has been completed and the outcome is known, submit to the Swedish Companies Registration Office the amendment to the Articles of Association that is adapted to the outcome of the Rights Issue. In the event the Rights Issue is fully subscribed, the Articles of Association in accordance with item 7 i) shall be registered. In the event the Rights Issue is not fully subscribed, the Articles of Association in accordance with item 7 ii) shall be registered.
i) Proposal for resolution to amend the Articles of Association (limits on share capital and number of shares)
The Board of Directors proposes that the EGM resolves to amend the Articles of Association as follows:
It is proposed that the limits for the share capital in § 4 of the Articles of Association be amended as follows: “The share capital shall be a minimum of SEK 1,792,000 and a maximum of SEK 7,168,000.”
Furthermore, it is proposed that the limits for the number of shares in § 5 of the Articles of Association be amended as follows: "The number of shares shall be minimum 28,000,000 and maximum 112,000,000.”
ii) Proposal for resolution to amend the Articles of Association (limits on share capital and number of shares)
The Board of Directors proposes that the EGM resolves to amend the Articles of Association as follows:
It is proposed that the limits for the share capital in § 4 of the Articles of Association be amended as follows: “The share capital shall be a minimum of SEK 1,523,200 and a maximum of SEK 6,092,800.”
Furthermore, it is proposed that the limits for the number of shares in § 5 of the Articles of Association be amended as follows: "The number of shares shall be minimum 23,800,000 and maximum 95,200,000.”
Resolution in accordance with item 7 above require approval of at least two thirds (2/3) of the shares represented and votes cast at the EGM. Resolution in accordance with item 8 above require approval of at least nine tenths (9/10) of the shares represented and votes cast at the EGM.
As per the date of this notice, the total number of shares and votes in the Company are 14,026,168. The Company does not hold any own shares.
Postal notification and proxy forms, the Board’s complete proposals as well as complete underlying documentation, will be made available by the Company and at the Company's website at least two weeks before the EGM. The documents will be sent to shareholders who request it and provide their postal address.
The Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors believes that it can be done without material harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the agenda and the Company’s relation to other companies within the Group. A request for such information shall be made in writing to the Company no later than 29 November 2022, to Veg of Lund AB (publ), c/o Fredersen Advokatbyrå, Lästmakargatan 18, 111 44 Stockholm, Sweden, or via email to [email protected]. The information will be made available on the Company’s website ir.dugdrinks.com and at the Company’s offices at Carlsgatan 12A, 211 20 Malmö, Sweden, no later than 4 December 2022. The information will also be sent to the shareholder who has requested the information and stated its address.
The Company has its registered office in Malmö.
Processing of personal data
For information on how your personal data is processed, see: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf
NOTE: This is an unofficial translation of the original Swedish notice. In case of discrepancies, the Swedish version shall prevail.
Malmö, November 2022
Veg of Lund AB (publ)
The Board of Directors
For more information, please contact:
Veg of Lund AB
Fredrik Carling (CEO)
Telephone: +46 703 121 942
E-mail: [email protected]
About Veg of Lund AB (publ)
Veg of Lund develops unique plant-based foods meeting consumers’ demands for taste and sustainability. The company has roots in research at Lund University and owns patented methods for developing new food categories in the fast-growing market for plant-based foods. Veg of Lund’s climate-smart and tasty products are sold in Europe and Asia under the DUG® brand. The company’s share is listed on the Nasdaq First North Growth Market under ticker VOLAB. Read more at ir.vegoflund.se. Mangold Fondkommission AB is the company’s Certified Adviser and can be contacted via telephone: +46 8 5030 15 50 or e-mail: [email protected].
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