OLK - Notice to attend the Annual General Meeting of Olink Holding AB (publ) | Benzinga
UPPSALA, Sweden, March 15, 2024 (GLOBE NEWSWIRE) -- The shareholders of Olink Holding AB (publ) (the "Company" or "Olink"), reg. no. 559189-7755, are hereby given notice to attend the Annual General Meeting to be held at 4:00 p.m. CET on Friday the 19 April 2024, in the Company's facilities at Salagatan 16A, Uppsala. Registration for the meeting commences at 3:30 p.m. CET.
NOTICE OF PARTICIPATION
Shareholders who wish to attend in the proceedings of the Annual General Meeting must:
- be entered in the share register kept on behalf of the Company by Euroclear Sweden AB, as of Thursday 11 April 2024; and
- notify the Company's head office at Olink Holding AB (publ), Annual General Meeting 2024, Salagatan 16F, SE-753 30 Uppsala, Sweden or by telephone +46 (0)18 444 39 70 or via e-mail to ir@olink.com no later than Monday 15 April 2024. The notification must contain the shareholder's name, social security number (registration number), address, telephone number and the number of shares represented as well as any attending counsel, maximum two.
Personal data obtained from the share register kept by Euroclear Sweden AB, notices and attendance at the meeting and information on representatives, proxies and assistants will be used for registration, preparation of the voting list for the meeting and, where appropriate, the minutes of the meeting. Personal data is handled in accordance with the Data Protection Regulation (European Parliament and Council Regulation (EU) 2016/679). For full information regarding the Company's handling of personal data, please refer to our privacy policy: https://www.olink.com/about- us/integrity-policy/.
To be entitled to participate in the Meeting a shareholder whose shares are registered in the name of a nominee must, in addition to providing notification of participation, register its shares in its own name so that the shareholder is recorded in the share register on Thursday 11 April 2024. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and such time in advance as the nominee determines. Voting right registrations completed not later than Monday 15 April 2024 are taken into account when preparing the share register.
The Company intends to enable shareholders to participate electronically via link. It should then be noted that such a procedure presupposes that the Meeting first approves that pre-registered persons participate via link. In the case of participation via link, there is no support for managing the voting register, which means that if participants via a link actively want to influence the Annual General Meeting's decision, this must be done by proxy to a person who physically participates in the Annual General Meeting. If there are registered persons on Monday, 15 April 2024 that wish to participate via link, the Company will send out an invitation with instructions on how to join the Annual General Meeting electronically.
OPPORTUNITY FOR SHAREHOLDERS TO EXERCISE THEIR VOTING RIGHTS THROUGH PROXY
Shareholders who do not wish to attend the meeting in person may authorize a proxy to exercise their voting rights. The power of attorney is proposed to be presented to the Chairman of the Meeting or another person whom the shareholder knows will attend the Annual General Meeting. If
the power of attorney is exhibited to the Chairman of the Meeting, the power of attorney must be combined with a voting instruction so that the Chairman of the Meeting knows how to vote under the various decision points. If the power of attorney is not combined with a voting instruction, then the Chairman will not be able to represent the shareholder at the meeting. In other cases, the power of attorney should also be combined with a voting instruction. If participation will be by proxy, the shareholder shall issue a written, signed and dated proxy together with any documents verifying authority. Proxies for legal entities must also be accompanied by a certificate of incorporation or equivalent document verifying authority. A copy of the proxy, the voting instruction and any certificate of incorporation should, in advance, before the meeting be sent to the Company at the above address. The original proxy shall, if applicable, also be presented at the meeting. The Company provides the shareholders with proxy forms as well as blank voting instructions, which can be obtained at the Company's head office or on the Company's website www.investors.olink.com by the latest on Wednesday 20 March 2024.
Note that the possibility of having a proxy exercise the shareholders' voting rights at the Annual General Meeting presupposes that the shareholder has made a notification and is included in the share register in accordance with what is stated above in the Notice of participation. Thus, it is not enough to just submit a power of attorney form.
PROPOSED AGENDA
1. Opening of the Meeting.
2. Election of Chairman to preside over the Meeting.
3. Preparation and approval of Electoral Register.
4. Approval of the agenda proposed by the Board.
5. Election of one or two persons to approve the Minutes.
6. Determination of whether the Meeting has been properly convened.
7. Presentation of the Annual report and the Audit Report and the Consolidated Financial Statements and the Consolidated Audit Report.
8. Presentation by the CEO.
9. Resolutions
- regarding adoption of the Income Statement and the Balance Sheet and the Consolidated Income Statement and the Consolidated Balance Sheet,
- regarding allocation of the Company's result in accordance with the duly adopted Balance Sheet, and
- regarding discharge from liability for the members of the Board of Directors and the CEO.
10. Report on the work of the Nomination Committee.
11. Determination of the number of Board members.
12. Resolution of fees for the Board of Directors and the Auditor.
13. Election of Board members and Chairman of the Board of Directors.
14. Election of Auditor.
15. Resolution regarding incentive program ("LTI I 2024").
16. Resolution regarding incentive program ("LTI II 2024").
17. Resolution regarding authorization for the Board of Directors to resolve on a new issue.
18. Closing of the Meeting.
THE NOMINATION COMMITTEE'S PROPOSED RESOLUTION WITH RESPECT TO ITEMS 2 AND 11-14 ON THE AGENDA
The Nomination Committee consists of the Chairman of the Board Jon Hindar, Tommi Unkuri (appointed by Summa Equity), Martin Sjölund (appointed by Summa Equity) and Johan Pietilä Holmner (appointed by Summa Equity). Tommi Unkuri is the Chairman of the Nomination Committee. The Nomination Committee, whose members represent 65 per cent of the votes in the Company, has announced the following proposals:
2. Election of Chairman to preside over the Meeting
The Chairman of the Board, Jon Hindar, is proposed as Chairman to preside over the Meeting.
11. Determination of the number of board members
The Nomination Committee proposes that the Board of Directors shall consist of nine board members and one deputy board member.
12. Determination of fees for the Board of Directors and the auditors
The fee for each Board member shall be as follows: USD 120,000 to the Chairman of the Board of Directors, USD 70,000 to each of the other Board members appointed by the Annual General Meeting who are not employed by the Company, additionally USD 20,000 to the Chairman of the Remuneration Committee and additionally USD 10,000 to each other member of the Remuneration Committee, additionally USD 30,000 to the Chairman of the Audit Committee and additionally USD 15,000 to each other member of the Audit Committee. If Tommi Unkuri is elected by the Annual General Meeting, he shall not receive any fees for Board or committee work. Total fees amount to USD 640,000.
Audit fees will be paid according to approved invoices.
13. Election of board members and Chairman of the Board of Directors
Re-election of the board members Jon Hindar, Jon Heimer, Solange Bullukian, Johan Lund, Nicolas Roelofs, Mary Reumuth, Robert Schueren, Dr. Gregory J. Moore and Tommi Unkuri and re-election of Johan Pietilä Holmner as deputy board member.
Jon Hindar is proposed to be re-elected as Chairman of the Board of Directors.
Further information about the suggested Board members is available at https://investors.olink.com/annual-general-meeting.
14. Election of Auditor
The Nomination Committee proposes, in accordance with the recommendation by the Audit Committee that has been approved by the whole Board as a recommendation, that registered auditing firm Ernst & Young AB be re-elected as auditor of the Company until the conclusion of the 2025 Annual General Meeting. Ernst & Young AB has notified that if the Annual General Meeting approves the proposal, authorized public accountant Fredrik Norrman will remain the Auditor in charge.
PROPOSAL BY THE MAJORITY SHAREHOLDERS WITH RESPECT TO RESOLUTIONS UNDER ITEMS 15
15. Resolution regarding incentive program ("LTI I 2024") Background and reasons
The Company has previously implemented long term incentive programs for the years of 2021, 2022 and 2023. In view of this, the majority shareholders propose that the Annual General Meeting resolves to implement a long-term incentive program for the board members in the Company ("LTI I 2024"). The proposal to implement an incentive program has been put forward as the majority shareholders determines that it is important and in the interest of all shareholders to create even greater participation for current and future board members in the Company with regard to the group's development. It is also important to encourage continued commitment.
In the light of the above, the majority shareholders propose that the Annual General Meeting resolves to implement the incentive program LTI I 2024 in accordance with item (a)–(b) below. The resolutions under item (a)–(b) below are proposed to be conditional upon each other and for that reason it is proposed that all resolutions are to be passed as one resolution. LTI I 2024 is proposed to include up to 8 current and future board members of the Company.
Proposal regarding the adoption of LTI I 2024 (item 15 (a))
LTI I 2024 is comprised of restricted stock units ("RSU") which will be granted to current and future board members of the Company pursuant to the Olink Holding AB (publ) Amended and Restated 2021 Incentive Award Plan (the "Plan"), as amended, and an award agreement thereunder to be entered into between the Company and each recipient evidencing each such grant and terms under the Plan. On 14 March 2024, the Board adopted, subject to the approval of the Company's shareholders, an amendment to the Plan, which will become effective on the date of its approval by the Company's shareholders, which will occur upon approval by the Company's shareholders of LTI I 2024 and LTI II 2024 as described herein. The purpose of the amendment to the Plan is to increase the maximum number of shares available for issuance under the Plan in order to ensure that there is a sufficient number of shares available for grant pursuant to LTI I 2024 and LTI II 2024 as described herein.
The majority shareholders propose that the general meeting resolves to issue not more than 70,000 warrants of series I 2024 in order to secure delivery of either shares, warrants of series I 2024 or American depository shares in the Company ("ADS") upon exercise of RUSs to participants in LTI I 2024. The right to subscribe for the warrants of series I 2024 shall vest in the Company. The Company shall keep warrants of series I 2024 to ensure delivery of shares, warrants of series I 2024 or ADS upon exercise of RSUs in LTI I 2024. Each warrant of series I 2024 entitles the holder to subscribe for one (1) share in the Company. The warrants of series I 2024 shall be issued without consideration to the Company.
Below is a description of the terms and conditions for the LTI I 2024. A copy of the Plan can be found at https://investors.olink.com/annual-general-meeting and shareholders are advised to review the actual terms of the Plan.
LTI I 2024 – Restricted stock units (with warrants as hedging arrangement)
Within the scope of LTI I 2024, the Company may grant participants RSUs, entailing the right to, subject to certain conditions being met, receive either a share, warrant of series II 2024 or an ADS free of charge or to an exercise price equal to the quota value of the Company´s share, at the time of exercise of the RSU.
- RSUs may be granted to current and future board members of the Company;
- The RSUs will be granted without consideration no later than the day before the next Annual General Meeting;
- The RSUs granted will be subject to time-based vesting requirements – on the date when a portion of the options would vest as a result of the passage of time with the participant remaining board member of the Olink group;
- The RSUs will vest and become exercisable in equal installments on 7 April 2025, 7 April 2026, 7 April 2027 and 7 April 2028 provided the participant remain a board member of the Olink group at the applicable vesting dates. As a main rule each vesting period shall be twelve (12) months. All granted RSUs will, as a general rule, have vested (if applicable) on 7 April 2028, i.e, a vesting period of four (4) years. In the event that the period between the grant date and the first vesting date is less than ten (10) months for any participant, the Board is entitled to decide on a separate vesting schedule for the participant with conditions substantially equivalent to those set out in this proposed resolution;
- The RSUs may not be transferred or pledged; and
- The terms and conditions for participants in LTI I 2024 granted RSUs may differ between countries due to differences in local legislation, however the terms and conditions shall not be more favorable for participants than what is set out in this resolution proposal.
The warrants issued to the Company in order to secure delivery of shares, warrants of series I 2024 or ADS upon settlement of RSUs granted to participants in LTI I 2024 may be exercised for subscription of shares during the period from and during the period commencing on the date of the registration of the issue resolution with the Swedish Companies Registration Office up to and including the date ten (10) years after the registration of the issue resolution with the Swedish Companies Registration Office, at an exercise price equal to the shares' quota value, at the time of exercise.
Allocation of RSUs, limitations in the disposition over RSUs and the right to receive RSUs
The right to receive RSUs of LTI I 2024 shall vest in current and future board members of the Company. In total, a maximum of 70,000 RSUs may be granted to participants, of which a maximum of 10,000 RSUs may be granted to each participant.
Proposal regarding issue of warrants of series I 2024 (item 15 (b))
The majority shareholders proposes that the Company shall issue not more than 70,000 warrants of series I 2024 for subscription of shares, whereby the Company's share capital may be increased by
not more than SEK 170,233.46 at full exercise of warrants for subscription of shares, corresponding to approximately 0.06 per cent of the total number of shares and votes in the Company.
The right to subscribe for the warrants of series I 2024 shall, with deviation from the shareholders' preferential rights, only belong to the Company, with the right and obligation to dispose of the warrants of series I 2024 as described above. The subscription for warrants shall be made up to and including 15 May 2024. Each warrant of series I 2024 entitles the holder to subscribe for one (1) share in the Company. The warrants of series I 2024 shall be issued without compensation to the Company.
The warrants may be exercised for subscription of shares during the period from and during the period commencing on the date of the registration of the issue resolution with the Swedish Companies Registration Office up to and including the date ten (10) years after the registration of the issue resolution with the Swedish Companies Registration Office, at an exercise price equal to the shares' quota value, at the time of exercise.
In order to fulfil the commitments arising from LTI I 2024, the majority shareholders proposes that the general meeting authorizes that the Company may assign to a third party or in another way dispose of the warrants of series I 2024 in accordance with above.
A detailed resolution proposal for the issue of warrants of series I 2024, including complete terms and conditions for the warrants, is set out in Appendix ...