The Annual General Meeting of BIMobject AB (public company) was held today 16 June 2015. The following is a resumé of decisions made. All resolutions were passed with required majority.
Adoption of income statements and balance sheets, allocation of earnings and dividend
The Meeting approved the presented income statements and balance sheets, and resolved to dispose of the results in accordance with the Board's proposal in the annual report. The meeting resolved that no dividend will be paid for the fiscal year 2014.
Discharge from liability
The Meeting discharged the members of the Board and the Managing Director from personal liability.
Resolution on the number of board members auditors and
on fees and other compensation to the board members and the auditors
The meeting resolved that the Board should consist of seven Board members. The Meeting did also resolve that the remuneration to the Chairman of the Board will be SEK 88 800, and for Michael Thydell SEK 44 400. Furthermore, the Meeting resolved to elect two auditors. Fees to the auditors in respect of services performed will be paid against approved account.
Election of Board and auditors
The following Board members were re-elected: Phillippe Butty, Sven Holmgren, Ben O'Donnell, Stefan Larsson, Christian Rasmusson, Johannes Reischböck and Michael Thydell. Sven Holmgren was re-elected as Chairman of the Board. The registered accounting firm KPMG AB and Jacob Kvarnhammar was re-elected to act as the Company's auditors until the end of the next Annual General Meeting.
Resolution on a directed issue of warrants for 2015/2018
The Meeting adopted the proposal of the Board on a directed issue of warrants with the right to subscribe for new shares in the company.
Issue of warrants 2015/2018
The issue, which amounts to a maximum of 760 000 warrants series 2015/2018, will be executed with a deviation from the shareholder's preferential rights on the following terms:
1. Number of issued warrants
The Company will issue a maximum of 760 000 warrants which allows for the right to subscribe to 760 000 new shares in the Company.
2. Right to subscription
The right to subscribe for warrants shall, with a deviation from the shareholder's preferential rights, be granted solely to the employees of the company and Procedural Labs AB ("Procedural").
- Key employees and senior management will be offered and has the right to acquire a maximum of 230 000 warrants, with a maximum of 40 000 issued warrants per participant, or a lesser amount if the participant so chose. If the distributable sum does not cover this, the assets are distributed on a pro rata basis in relation to the sum of warrants subscribed for by each participant, or by drawing of lots if the distribution can't be resolved.
- Other employees are offered and has the right to acquire a maximum of 330 000 warrants, with a maximum of 20 000 issued warrants per participant, or a lesser amount if the participant so chose. If the distributable sum does not cover this, the assets are distributed on a pro rata basis in relation to the sum of warrants subscribed for by each participant, or by drawing by lots if this can't be resolved.
- Procedural can subscribe to a maximum of 200 000 warrants in accordance with the terms specified in paragraph 6 below.
3. Issuing Price
The warrants shall be issued at an price corresponding to a calculated market value of the warrants (premium) on 17 June 2015, applying the Black & Scholes model, based on a subscription price upon execution of 125 per cent of the volume weighted average price during the period 4 June to 17 June 2015, though not below the shares quota value at the time. The calculated subscription price will be rounded off to the nearest full öre. The calculation will be conducted by an independent valuation expert.
4. Subscription period
Application for subscription of warrants can be filed from the 22 June 2015 to 26 June 2015 through a separate subscription list. The Board has the right to prolong the subscription period.
5. Resolution on right to acquire and payment
Resolution on right to acquire will be set shortly after the subscription time has elapsed, and will be communicated to the subscriber around the 30 June 2015. Payment shall be made in cash not later than the 7 July 2015. The Board has the right to prolong the period allotted for payment.
6. Warrants issued towards Procedural
Procedural has the right to subscribe for 200 000 warrants. The warrants are to be subscribed free of charge by Procedural to be transferred back to the Company without compensation. The present warrants shall be reserved for future subscription to newly employed personal in the Company after the first subscription period, but not later than 30 June 2016. The premium for the present warrants shall be calculated applying the Black & Scholes model at the time of new warrants to be issued.
7. Increase of share capital
The company's share capital can increase by a maximum of SEK 33 440 upon full subscription of the shares under the warrants, however subject to the increase that may result from a re- calculation due to the result of share issues etcetera.
Terms and conditions for issue of warrants
1. Subscription period for exercise of warrants
The warrants can be used to acquire newly issued shares in the Company during the period 10 August to 31 August 2018. The warrants can be used at an earlier date due to merger, compulsory acquisition of shares, liquidation etcetera.
The new share issued after the use of the warrant shall entitle to dividend from the first record date for dividend that occurs after the share's registration in the shareholder's register.
3. Terms of re-calculation of the subscription price etcetera.
Applicable terms of recalculation and other terms for the warrants are listed in the separate appendix.
Reason for the deviation from the shareholders' preferential right
The reason for deviating from the shareholders' preferential rights is that the company wishes to implement an incentive program for employees of the Company, by which they can be offered the opportunity to take part of an increase in the company's share value. The result is expected to stimulate an increased interest and a continued loyalty which will boost the Company's development during the coming years.
1. At full utilisation of the warrants, the number of outstanding shares in the company will increase by 760 000 and the share capital by SEK 33 440;
2. The combined dilution, based on the present share capital, if all proposed warrants will be fully utilised, will at the present day amount to approximately a maximum of 3,4 percent of shares and votes. This is however subject to recalculations due to issues of shares etcetera. in accordance with the full terms for the warrants.
Other outstanding warrants
The Company has no outstanding warrants.
The Company expects no additional costs for social contribution taxes since the option program is issued at market value.
The Board, or person approved by the Board, is authorised to make such minor adjustments in the above-mentioned proposal as may be required in connection with the registration with the Swedish Companies Registration Office "Bolagsverket" and the possible affiliation of the warrants with Euroclear Sweden.
Authorisation for the Board to resolve issue of new shares
The meeting authorised the Board of Directors to resolve, at one or several occasions until the next meeting, issues of new share, with or without deviation from the shareholder's preferential rights.
The number of shares issued in accordance with the authorisation, is allowed to result in a maximum share capital increase of no more than ten (10) percent, based on the total share capital in the Company at the time of the Annual General Meeting 2015.
The new shares will be issued at a market subscription price, subject to market issue discount, where applicable, and payment for the shares, can be made by cash payments, and by non monetary contribution or by set-off or other terms.
The issue of new shares, resolved by way of authorisation for the Board, has the purpose to add capital financing in order to ensure the expansion of the Company. Should the Board of Directors resolve on issues of new shares with deviation from the shareholder's preferential rights, the reason shall be to enable the Company to bring in new owners of strategic importance for the company, and/or acquisitions of other companies or businesses.
Malmö June 2015
BIMobject AB (publ)
The Board of Directors
BIMobject® is a game changer for the construction industry worldwide with its cloud based Portal offering development, maintenance and syndication of digital replicas - BIM objects - of manufactured building and interior products.
The marketing and pre-sales services associated with the Portal are channelled and integrated, through specialized software, into CAD/BIM applications to create a business-to-business communication across the globe.
Manufacturers use BIMobject® to promote and deliver their products directly into BIM processes enabling their products to be selected and generate a real improvement in sales. http://bimobject.com/
BIMobject® - Winner of the Red Herring Europe Top 100 Award 2013, Winner of the 2013 Red Herring 100 Global Award and Winner of the IAIR EUROPEAN AWARDS 2013!
BIMobject AB - a public company listed on NASDAQ OMX First North : Share Ticker: BIM
Certified Advisor: Sedermera Fondkommission
This is an English version of a press release communicated by BIMobject®. In any case of doubt or possible differences regarding the different versions it is the Swedish version that shall apply.