Stillfront Group AB (publ) held an extraordinary general meeting on 17 December 2020 where mainly the following resolutions were adopted.
The meeting resolved, in accordance with the proposal of the board of directors, on an issue of not more than 125,000 warrants. Each warrant entitles to subscription of one share in Stillfront, entailing an increase of the share capital of not more than SEK 87,500 if all warrants are exercised. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, be granted to the wholly owned subsidiary to the company, Todavia AB. The subsidiary shall be entitled to transfer the warrants on market terms to the key personnel of the group. The price for the shares at exercise shall be equal to the average volume weighted share price for Stillfront’s share on Nasdaq First North Premier Growth Market during the period from and including 3 December 2020 until and including 16 December 2020, adjusted upwards with 8 percent annual interest. The price shall however not be lower than the quotient value of the share. Each warrant entitles the holder to subscribe for one (1) new share, with the current quotient value of SEK 0.7, in Stillfront on the last banking day each month during the period 1 June 2023 up to and including 30 June 2024. The number of shares and the subscription price is based on the quotient value before the share split, which the general meeting resolved on.
The meeting resolved, in accordance with the proposal of the board of directors, on a share split and related amendments of the articles of association. The share split entails that the number of shares in the company is increased by division of each existing share into ten shares (10:1). The number of shares in the company will through the share split increase to 346,537,200 shares, each with a quota value of SEK 0.07. The amendments of the articles of association entail that the limits for the share capital and the number of shares are amended. The board of directors was authorized to determine the record date for the share split.
The meeting resolved, in accordance with the proposal of the board of directors, to authorize the board of directors to, until the next general meeting, with or without deviation from the shareholders' preferential rights, on one or several occasions resolve to issue shares, convertible instruments and/or warrants. The increase of the share capital, which entails issuance, conversion or subscription for new shares, may – where it entails a deviation from the shareholders' preferential rights – correspond to a dilution of a maximum of 10 percent of the share capital at the time of the first use of the authorization to issue shares, convertible instruments and/or warrants. Payment may be made in cash and/or with a condition to pay in kind or by way of set-off, or other conditions. The authorization shall primarily be used for the purpose of acquisitions or financing.