At the Extraordinary General Meeting in Re:NewCell AB (the “Company”) on 3 September 2021, which due to the coronavirus was carried out solely by postal voting by virtue of temporary legislation, the resolutions below were made. All resolutions were in accordance with the submitted proposals, which are described in detail in the general meeting documents available on the Company’s website, renewcell.com.
Adoption of a warrant-based incentive program for key persons
The general meeting resolved to adopt a warrant-based incentive program for key persons in the Company by way of (A) a resolution on an issue of no more than 554,391 warrants of series 2021/2024 to the Company, and (B) a resolution on approval of transfer of warrants of series 2021/2024 from the Company to key persons in the Company. The warrants are issued free of charge to the Company and shall be transferred to the key persons on market terms at a price established in accordance with a calculated market value for the warrants by application of Black & Scholes valuation model. The Company will subsidize part of the participants’ option premiums through a cash bonus. The cash bonus after tax and social security contributions, calculated on the basis of a tax rate of 55 percent, shall correspond to 50 percent of the option premium. The bonus will be paid in connection with the allotment of the warrants to the participants.
Each warrant entitles to subscription of one share in the Company during the period commencing on 8 November 2024 (however not earlier than the day after publication of the Company’s interim report for the period Q3) up to and including the date that falls 30 calendar days thereafter. Under the terms and conditions of the warrants, the period during which the warrants may be exercised may be extended if participants are prevented from exercising their subscription rights due to applicable laws on insider trading or any equivalents. The subscription price for each new share subscribed by support of the warrants shall be determined to an amount equivalent to 130 percent of the volume-weighted average price of the Company’s share on Nasdaq First North Premier Growth Market during the period commencing on 3 September up to and including 16 September 2021. Upon full exercise of the warrants the Company’s share capital may increase by no more SEK 14,149.41.
The complete terms and conditions for the warrants are available on the Company’s website, renewcell.com. As set forth in the terms and conditions for the warrants, the subscription price and the number of shares that each warrant entitles to subscription of may be recalculated in certain cases.
Resolution on approval of conclusion of loan agreement with the European Investment Bank
The general meeting resolved to approve the entering into of the financing agreements with the European Investment Bank in relation to the project financing of the Company’s textile recycling plant in Sundsvall. The financing agreements refer to the previously communicated debt financing of approximately SEK 311 million, to be provided by the European Investment Bank (EIB).