DUG Foodtech AB (publ) (the “Company”) held an Extraordinary General Meeting on 15 October 2024 (the “EGM”). The following resolutions were passed at the meeting.
Rights issue of shares
The EGM resolved to approve the Board of Directors’ resolution on a new issue of shares with pre-emption rights for the shareholders, in accordance with what the Company announced in a press release on 11 September 2024 (the “Rights Issue“).
For detailed terms and conditions regarding the Rights Issue and the resolution adopted at the EGM, please see the notice available on the Company’s website, ir.dugdrinks.com.
Complete terms and conditions for the Rights Issue as well as other information about the Company will be set out in the information memorandum that will be published in connection with the Rights Issue. The memorandum is expected to be published on or about 18 October 2024.
Amendment of the Articles of Association
The EGM resolved, in accordance with the Board of Directors’ proposal, to adopt new Articles of Association. The new Articles of Association contain changed limits for share capital and number of shares to enable the Rights Issue. Furthermore, the new Articles of Association contain an editorial correction of the company name.
Resolution on issue authorization
The EGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, during the period up to the next AGM and in addition to the the authorization resolved on at the Annual General Meeting 2024, on one or several occasions, resolve on a new issue of shares with deviation from the shareholders’ pre-emption rights, against payment in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act.
The purpose of the authorization is to enable the Company to pay compensation in the form of shares for underwriting undertakings fulfilled in the rights issue, in accordance with the terms of the underwriting agreements, and to enable the Company to repay claims to the Company through set-off of newly issued shares. The total number of shares that may be issued pursuant to the authorization shall not be limited in any other way than what follows from the limits of the share capital and the number of shares in force in the Articles of Association at any given time.
Incentive program for the Company’s employees
The EGM resolved, in accordance with the Board of Directors’ proposal, to adopt an incentive program for senior executives, employees and consultants within the Company in the form of warrants. In brief, the incentive program entails an issue of a maximum of 2,300,000 warrants. Each warrant entitles the holder to subscribe for one new share in the Company during the period from and including 1 December 2027 up to and including 15 December 2027 at a subscription price of SEK 2 per share.
Incentive program for the Company’s Board of Directors
The AGM resolved, in accordance with the shareholders’ proposal, to adopt an incentive program for the Company’s board members in the form of warrants. In brief, the incentive program entails an issue of a maximum of 1,200,000 warrants. Each warrant entitles the holder to subscribe for one new share in the Company during the period from and including 1 December 2027 up to and including 15 December 2027 at a subscription price of SEK 2 per share.
For more information, please contact:
DUG Foodtech AB (publ)
Helene Nielsen, CEO
Phone: +46 732 22 76 35
E-mail: helene.nielsen@dugfoodtech.com
