Unlock stock picks and a broker-level newsfeed that powers Wall Street.
In This Article:
GÖTEBORG, SE / ACCESS Newswire / April 10, 2025 / Smart Eye (STO:SEYE)(OTC PINK:SMTEF)(FRA:SE9) - Smart Eye Aktiebolag (publ), reg. no. 556575-8371 (the "Company" or "Smart Eye"), with its registered office in Gothenburg, gives notice of the Annual General Meeting to be held on Tuesday 13 May 2025 at 16.00 at the address, Masthamnsgatan 3, floor 3, SE-413 27 Gothenburg. Registration starts at 15.30.
NOTIFICATION, ETC.
Notification
Shareholders who wish to participate at the Annual General Meeting shall:
· firstly, be entered in the share register maintained by Euroclear Sweden AB no later than on Monday 5 May 2025 (for nominee-registered shares, also see "Nominee-registered shares" below),
· secondly, notify the Company of their intention to participate at the Annual General Meeting no later than on Wednesday 7 May 2025, by mail to Smart Eye Aktiebolag (publ), AGM 2025, Att. Mats Benjaminsson, Masthamnsgatan 3, floor 3, SE-413 27, Gothenburg, Sweden or by e-mailto arsstamma@smarteye.se.
The shareholders shall in their notice to attend state name, personal identification number or company registration number, shareholding, address, phone number and, as applicable, information about any advisors (maximum two), proxies or representatives. Information delivered upon notice to attend will be processed and used only for the Annual General Meeting. See below for further information on processing of personal data.
Nominee-registered shares
To be entitled to participate in the Annual General Meeting, a shareholder whose shares are held 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 relating to the circumstances on Monday 5 May 2025. Such registration may be temporary (so-called voting right registration) and is requested from the nominee in accordance with the nominee's procedures and in such time in advance as the nominee determines. Voting right registrations completed by the nominee not later than Wednesday 7 May 2025are taken into account when preparing the share register.
Proxy, etc.
Shareholders who intend to be represented by proxy shall issue a dated power of attorney for the proxy. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney may not be older than one year, however, it may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years from its issuance. The certificate of registration must not have been issued earlier than one year before. The power of attorney in original and, where applicable, the certificate of registration should be submitted to the Company to the address set forth above well in advance of the Annual General Meeting. A proxy form is available on the Company's website, www.smarteye.se.
PROPOSED AGENDA
| 1. | Opening of the Annual General Meeting. | |
| 2. | Election of Chairman at the Annual General Meeting. | |
| 3. | Preparation and approval of the voting list. | |
| 4. | Approval of the agenda. | |
| 5. | Election of one or two persons to approve the minutes. | |
| 6. | Determination as to whether the Annual General Meeting has been duly convened. | |
| 7. | Submission of the annual report and the auditors' report and the consolidated financial statements and the auditors' report for the group. In connection thereto, a presentation by the CEO. | |
| 8. | Resolution regarding | |
| a. | adoption of the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet, | |
| b. | allocation of the Company's profits or losses in accordance with the adopted balance sheet, | |
| c. | discharge of the members of the Board of Directors and the CEO from liability. | |
| 9. | Determination of the number of members of the Board of Directors, deputies, auditors and deputy auditors. | |
| 10. | Election of members of the Board of Directors, Chairman of the Board of Directors and auditor. |
The Nomination Committee's proposal:
| a. | Anders Jöfelt (re-election) | |
| b. | Lars Olofsson (re-election) | |
| c. | Mats Krantz (re-election) | |
| d. | Cecilia Wachtmeister (re-election) | |
| e. | Magnus Jonsson (re-election) | |
| f. | Maria Hedengren (new election) | |
| g. | Andreas Anyuru (new election) |
Election of the Chairman of the Board of Directors.
The Nomination Committee's proposal:
| h. | Anders Jöfelt (re-election) |
Election of the auditor.
The Nomination Committee's proposal:
| i. | Öhrlings PricewaterhouseCoopers AB (new election) |
| 11. | Determination of fees for members of the Board of Directors and auditor. | |
| 12. | Principles for the appointment of the members of the nomination committee. | |
| 13. | Resolution to adopt a long-term incentive programme in the form of performance-based share options for employees within the Smart Eye group and resolution on a directed issue of warrants. | |
| 14. | Resolution to carry out a directed issue of warrants to Smart Eye and approval of subsequent transfer of warrants. | |
| 15. | Resolution to authorise the Board of Directors to resolve on new share issues. | |
| 16. | Closing of the Annual General Meeting. |
THE NOMINATION COMMITTEE'S PROPOSALS UNDER ITEMS 2, 9, 10, 11 AND 12
The Nomination Committee, consisting of Anna Magnusson (appointed by Första AP-fonden), chairman, Malin Björkmo (appointed by Handelsbanken Fonder), Mary Irwin (appointed by the family Krantz) and Linda Jöfelt (appointed by the family Jöfelt) has submitted the following proposals.
Item 2 - Election of Chairman at the Annual General Meeting
The Nomination Committee proposes that Anders Jöfelt, or in his absence, the person designated by the Nomination Committee, is elected Chairman of the Annual General Meeting.
Item 9 -Determination of the number of members of the Board of Directors, deputies, auditors and deputy auditors
The Nomination Committee proposes that the Board of Directors shall consist of seven (7) ordinary members without deputies.
The Nomination Committee proposes that a registered accounting firm is to be appointed as auditor.
Item 10 -Election of members of the Board of Directors, Chairman of the Board of Directors and auditor
The Nomination Committee proposes that Anders Jöfelt, Lars Olofsson, Mats Krantz, Cecilia Wachtmeister and Magnus Jonsson are re-elected as well as new election of Maria Hedengren and Andreas Anyuru as members of the Board of Directors. All elections for the period until the end of the next Annual General Meeting. Further, the Nomination Committee proposes that Anders Jöfelt is re-elected as Chairman of the Board of Directors.
Information regarding the proposed new Board members
Maria Hedengren, born 1970
Background: Maria Hedengren has 25 years of experience in executive roles at international growth companies, including as CFO of NetEnt and iZettle and CEO of Readly. She is currently active as a board member, investor and venture partner at the global investment firm Eight Roads Ventures. Maria serves on the boards of Mips AB, Stillfront Group, Scila and Feminvest, with leading roles in several audit committees. She is also a senior advisor at STJ Advisors and the founder of Oxygen First, a consulting firm supporting scale-ups through phases of growth and capital raising.
Shareholding: 3,200
Maria is independent in relation to the Company and its management as well as the major shareholders.
Andreas Anyuru, born 1977
Background: Andreas Anyuru has extensive experience from technology-driven industries and innovation-oriented roles, with a particular focus on AI and advanced software systems. He is currently Chief Technology Officer at Consafe Logistics, where he leads the company's research and development efforts. Prior to this, Andreas held senior engineering leadership roles at Arm and Ericsson, with a strong focus on software architecture, performance optimization, and machine learning. He currently serves on the boards of Systemite AB and Nohau Solutions AB.
Shareholding: 3,200
Andreas is independent in relation to the Company and its management as well as the major shareholders.
Further information about the Board members proposed for re-election can be found on the Company's website, www.smarteye.se.
Further, the Nomination Committee proposes that, for the period until the end of the next Annual General Meeting, the registered accounting firm Öhrlings PricewaterhouseCoopers AB be elected as auditor. In the event that Öhrlings PricewaterhouseCoopers AB is elected, the Nomination Committee notes that Öhrlings PricewaterhouseCoopers AB has informed that public accountant Johan Malmqvist will be appointed as auditor in charge.
Item 11 - Determination of fees for members of the Board of Directors and auditor
Amount from previous year in () for comparison
The Nomination Committee proposes that remuneration to the Board of Directors shall be paid with SEK 700,000 (560,000) to the Chairman of the Board of Directors, SEK 450,000 (350,000) to the Deputy Chairman of the Board of Directors and SEK 310,000 (270,000) to each of the other members of the Board of Directors. Remuneration is not paid to members who are employed by the group.
Further, remuneration for committee work shall be paid with SEK 155,000 (140,000) to the Chairman of the Audit Committee, SEK 65,000 (55,000) to each of the other members of the Audit Committee (no more than two persons), SEK 63,000 (63,000) to the Chairman of the Remuneration Committee and SEK 42,000 (42,000) to the other member of the Remuneration Committee (no more than one person).
The Nomination Committee proposes that the fee to the auditor shall be paid in accordance with approved statement of costs.
Item 12 - Principles for the appointment of the members of the nomination committee
The Nomination Committee has reviewed the current principles for the appointment of the members of the Nomination Committee and has decided to not propose any changes.
THE BOARD OF DIRECTORS' PROPOSALS UNDER ITEMS 8B, 13, 14 AND 15
Item 8B - Resolution regarding allocation of the Company's profits or losses in accordance with the adopted balance sheet
The Board of Directors proposes that the funds at the Annual General Meetings' disposal shall be carried forward, and, thus, that no dividend shall be paid.
Item 13 - Resolution to adopt a long-term incentive programme in the form of performance-based share options for employees within the Smart Eye group and resolution on a directed issue of warrants
The Board of Directors' of Smart Eye Aktiebolag (publ) (the "Company" or "Smart Eye") proposal that the Annual General Meeting resolve on (13A.) the adoption of a long-term incentive programme in the form of performance-based share options directed at employees within the Smart Eye group (the "Share Option Programme 2025"), and (13B.) directed issue of warrants (Series 2025/2028) to the Company. The resolutions under 13A-13B below are conditional on each other and all decisions are therefore proposed to be adopted in one context.
13A. Introduction of the Share Option Programme 2025
Background and rationale
The Company's Board of Directors believes that incentive programmes contribute to higher motivation and commitment among the employees and strengthen the bonds between the employees and the Company. The Smart Eye group has a global presence and an increased exposure to international labour markets, especially the US, which makes it essential for the Company to be able to offer remuneration to current and future employees in line with the market. For the purpose of enabling the Company to attract necessary competence and to engage the current employees in the Company's present and future development the Board of Directors further considers competitive compensations to be necessary. In view of these considerations, it is the Board of Directors' opinion that the Share Option Programme 2025, combined with other remuneration, will benefit both the employees and the Company's shareholders through long-term increased share value.
Summary of the programme
The Board of Directors' ambition is that the Annual General Meeting annually adopts an incentive programme for the Company's employees. The Share Option Programme 2025 is proposed to comprise of the CEO, senior executives, key individuals and other employees, meaning that not more than approximately 200 employees within the Smart Eye group will be able to participate (the "Participants"). Under the Share Option Programme 2025, participants are given the opportunity to receive shares free of charge, so called "Performance Shares", in accordance with the terms and conditions described below.
Within the scope of the Share Option Programme 2025 the Company will grant Participants rights to Performance Shares, entailing the right to, provided that certain criteria are fulfilled, receive Performance Shares free of charge ("Rights"). One (1) Right entitles the Participant to receive one (1) Performance Share provided that the conditions are fully met.
Terms and conditions
| 1. | The maximum number of Performance Shares will amount to 652,000, whereby 547,000 shares shall be allotted to Participants and 105,000 shares shall be used by the Company to cover social security contributions associated with the programme. | |
| 2. | Vesting of Rights occurs during the period from 15 July 2025 up to and including 15 July 2028 ("Vesting Period"). | |
| 3. | Vesting of Rights will be made proportionately with one third (1/3) per year and requires that the Participant's employment remains as of 15 July 2026, 15 July 2027, and 15 July 2028, respectively. | |
| 4. | To be granted the maximum amount of Rights, the Participant must have been employed throughout the whole Vesting Period. | |
| 5. | The Rights may not be transferred or pledged. | |
| 6. | Every Right could entitle the Participant to receive one Performance Share free of charge at the end of the Vesting Period (with some exceptions whereas the Vesting Period can be brought forward). If the Participants' employment is terminated before a Vesting Period the Participant shall retain already vested Rights, however, the Rights shall not entitle to Performance Shares prior to the end of the Vesting Period. | |
| 7. | Allotment of Performance Shares is, except for the above stated, conditional on the achievement, partly or fully, of the performance criteria A-C below established by the Board of Directors ("Performance Criterias"). One third (1/3) of future allotment of Performance Shares is attributable to each of the Performance Criterias. |
| i. | Performance Criteria A - the Company's total sales |
Performance Criteria A is based on the Company's total sales for the financial year 2027. Allotment of Performance Shares attributable to Performance Criteria A is subject to the Company's total sales for the financial year 2027 exceeding SEK eight hundred million (800,000,000) (the "Start-Level Performance Criteria A"). Allotment of Performance Shares attributable to Performance Criteria A is made linearly based on Start-Level Performance Criteria A and the level determined by the Board of Directors, in accordance with the authorization below, for full allotment of Performance Shares attributable to Performance Criteria A. No allotment of Performance Shares attributable to Performance Criteria A will take place unless the Company's total sales for the financial year 2027 exceed Start-level Performance Criteria A.
ii. Performance Criteria B - EBIT
Performance Criteria B is based on the Company's EBIT in the annual accounts for 2027. Allotment of Performance Shares attributable to Performance Criteria B is conditional on the Company's EBIT in the annual accounts for 2027 exceeding twelve-point five percent (12,5%) ("Start Level Performance Criteria B"). Allotment of Performance Shares attributable to Performance Criteria B is made on a linear basis based on Start-Level Performance Criteria B and the level determined by the Board of Directors, in accordance with the authorization below, for full allotment of Performance Shares attributable to Performance Criteria B. No allotment of Performance Shares attributable to Performance Criteria B will take place unless the Company's EBIT in the annual financial statements for 2027 exceeds Start-level Performance Criteria B.
The Board of Directors is authorized to determine the detailed levels for allotment of Performance Shares for Performance Criteria A and Performance Criteria B, taking into account the Start Level Performance Criteria's A-B and within the framework of the terms and conditions of the Share Option Programme 2025.
iii. Performance Criteria C - ESG goal, safer road traffic
Performance Criteria C is based on a target established by the Company that contributes to societal benefit by the Company's software for DMS (Driver Monitoring System) contributing to making road traffic safer. The Company's assessment is that Smart Eye's software for DMS contributes to reducing traffic accidents caused by fatigue, distraction and dangerous behavior in the vehicle. Performance Criteria C therefore means that if Smart Eye's software for DMS is installed in motor vehicles corresponding to a global market share of at least 40% of newly produced vehicles in 2027 (excluding vehicles for use in China) installed with camera-based DMS, the maximum allotment of Performance Shares attributable to Performance Criteria C will take place. No allotment of Performance Shares attributable to Performance Criteria C will take place unless Performance Criteria C is met.
| 8. | The Board of Directors, or a special committee set up by the Board of Directors, shall be responsible for preparing the detailed design and administration of the terms and conditions of the Share Option Programme 2025, in accordance with the presented terms and guidelines including provisions on recalculation in the event of an in‑between bonus issue, share split, rights issue and/or similar measures. In connection therewith, the Board of Directors shall be entitled to make adjustments to meet specific foreign regulations or market conditions. The Board of Directors shall also be entitled to make other adjustments if significant changes occur in the Smart Eye group or in its environment that would result in that the adopted terms for the Share Option Programme 2025 no longer fulfils their objectives. | |
| 9. | The Company shall, within three (3) months from the end of the Vesting Period, ensure that Performance Shares corresponding to the number of vested Rights are delivered to Participants. The Board of Directors shall, in connection therewith, be entitled to postpone the date of delivery of Performance Shares if the Participant is not allowed to acquire shares during the period. |
Allocation of Rights
The Share Option Programme 2025 shall comprise of not more than approximately 200 employees within the Smart Eye group. The maximum number of Rights that can be allotted free of charge per Participant and category follows from the table below.
| Category | Maximum number of Rights per person | Maximum number of Rights per category |
| CEO - category 1 | 20,000 | 20,000 |
| Senior executives- category 2 | 13,200 | 105,600 |
| Key individuals A - category 3 | 9,000 | 155,300 |
| Key individuals B - category 4 | 3,500 | 122,500 |
| Others - category 5 | 1,800 | 143,600 |
Remaining Rights in a category can be offered a Participant in an alternative category.
Costs for the programme
The Share Option Programme 2025 will be accounted for in accordance with K3 which means that the Rights shall be expensed as a non-cash personnel cost during the Vesting Period. The costs for the Share Option Programme 2025 are presumed to amount to approximately MSEK 19.4, excluding social security contributions, calculated in accordance with K3 and supported by the Monte Carlo valuation model on the basis of the following assumptions: (i) a closing price on Nasdaq First North Growth Market on 8 April 2025 corresponding to SEK 48.90, (ii) that Performance Criteria A is met at 80%, (iii) that Performance Criteria B is met at 75%, (iv) that Performance Criteria C is met, (v) a term of three years and (vi) an estimated annual employee turnover of 5 percent. Based on the same assumptions as above, and assuming social security contributions of approximately 19.3 percent and a share price increase of 50 per cent from the beginning of the Share Option Programme 2025 until Participants are allotted Performance Shares, the costs for social security contributions are estimated, which will be covered through hedging measures in the form of warrants, to amount to approximately MSEK 5.6. Since the costs of social security contributions will be secured through hedging measures in the form of issuance of warrants it is assessed that the Share Option Programme 2025 will have no impact on the Company's cash flow.
Effects on key ratios and dilution
Upon maximum allotment of Performance Shares and provided that hedging measures under item 13(B) below are adopted, meaning that not more than 547,000 shares will be delivered to Participants in accordance with the Share Option Programme 2025, and that 105,000 shares will be used to cover any social security contributions resulting from the Share Option Programme 2025, the additional dilution effect will amount to a maximum of 1.7 per cent of the total number of shares in the Company per the day of the convening notice. If all incentive programmes that run concurrently with the Share Option Programme 2025, i.e. the Share Option Programmes 2023 and 2024, are included in the calculation the total dilution effect amounts to a maximum of 4.9 per cent of the total number of shares in the Company per the day of the convening notice.
The Share Option Programme 2025 is expected to have only a marginal impact on key performance indicators.
Preparation of the proposal
The Share Option Programme 2025 has been prepared by the Board of Directors in consultation with external advisers.
Additional ongoing share-based incentive programmes
Information regarding the Company's current incentive programmes is available in the Company's Annual Report for year 2024and the main terms and conditions of the programmes are available on the Company's website, www.smarteye.se. Apart from the programmes now mentioned, there are no other share-based incentive programmes in Smart Eye.
Delivery of Performance Shares in accordance with the Share Option Programme 2025
In order to be able to implement the Share Option Programme 2025 in a cost-effective and flexible manner, the Board of Directors has considered various methods to ensure delivery of Performance Shares. In doing so, the Board of Directors has found that the most cost-effective option, for the delivery of Performance Shares to participants and coverage of social security contributions, is to issue warrants. The Board of Directors therefore proposes that the Annual General Meeting, in accordance with item (13B.) below, resolves to issue a total of not more than 652,000 warrants to the Company with the right and obligation to manage the warrants in accordance with the Board's directives.
13B. Directed issue of warrants under the Share Option Programme 2025 to the Company and approval of subsequent transfer of warrants
The Board of Directors proposes that the Annual General Meeting resolves to, with deviation from the shareholders' preferential rights, issue not more than 652,000 warrants, as a result of which the Company's share capital may increase by a
maximum of SEK 65,200. The following conditions shall apply.
| 1. | Each warrant entitles the holder to subscribe for one new share in the Company. | |
| 2. | The right to subscribe for the 652,000 warrants shall, with deviation from the shareholders' preferential rights, only vest with the Company. The Company shall have the right to, in connection with the end of the term 15 July 2028, transfer the warrants to participants or a financial intermediary for delivery of shares to participants and for coverage of social security contributions in connection with utilisation. | |
| 3. | The warrants shall be issued free of charge. | |
| 4. | The subscription for warrants shall be made no later than 15 July 2025 on a subscription list. The Board of Directors shall have the right to extend the time for subscription. | |
| 5. | The subscription of shares through warrants shall be made during a period from 15 July 2028 to and including 15 September 2028. The Board of Directors shall have the right to extend the subscription period, however, by a maximum of six months. | |
| 6. | The subscription price for each share at the time of exercise of the warrants shall correspond to the quota value of the share at the time of subscription of the shares. The subscription price shall be paid in cash. | |
| 7. | Shares which are issued following subscription shall entitle to dividend on the record date for dividends that falls immediately after the new shares have been entered in the Company's share register with Euroclear Sweden AB. |
The subscription price upon exercise of warrants and the number of shares to which each warrant provides an entitlement to subscribe may be adjusted in accordance with section 8 of the terms and conditions for warrants.
Oversubscription cannot take place.
The rationale for the deviation from the shareholders' pre-emption rights is to implement the Share Option Programme 2025 for employees within the Smart Eye group.
Special authorisations
The Board of Directors proposes that the Annual General Meeting instruct the Board of Directors to implement the decisions above and to ensure that the Share Option Programme 2025 is introduced in accordance with the above mentioned.
The Board of Directors further proposes that the Annual General Meeting instruct the Board of Directors, or whomever the Board of Directors appoints, to make such minor adjustments in the abovementioned proposed resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office and the Board of Directors shall be entitled to make such minor adjustments to the Share Option Programme 2025 as prompted by applicable foreign laws and regulations.
Item 14 - Resolution to carry out a directed issue of warrants to Smart Eye and approval of subsequent transfer of warrants
The Board of Directors proposes that the Annual General Meeting resolves to, with deviation from the shareholders' preferential rights, issue a total of 1,770,800 warrants, of which 554,400 warrants shall be Series 2025:1, 580,000 warrants shall be Series 2026:1, and 636,400 warrants shall be Series 2027:1. As a result of the issue of warrants, the Company's share capital may increase by a maximum of SEK 177,080. The following conditions shall apply.
| 1. | Each warrant entitles the holder to subscribe for one new share in the Company. | |
| 2. | The right to subscribe for the 1,770,800 warrants shall, with deviation from the shareholders' preferential rights, only vest with Smart Eye. The Company shall have the right to, in connection with the end of each warrant term, transfer the warrants to participants or a financial intermediary for delivery of shares to participants and for coverage of social security contributions in connection with utilisation. | |
| 3. | The warrants shall be issued free of charge. | |
| 4. | The subscription for warrants shall be made no later than 15 July 2025 on a subscription list. The Board of Directors shall have the right to extend the time for subscription. | |
| 5. | The subscription of shares through warrants of Series 2025:1 shall be made during a period from 15 July 2025 to and including 15 October 2025, of Series 2026:1 shall be made during a period from 15 May 2026 to and including 15 August 2026, and of Series 2027:1 shall be made during a period from 15 July 2027 to and including 15 September 2027. The Board of Directors shall have the right to extend the subscription period, however, by a maximum of six months. | |
| 6. | The subscription price for each share at the time of exercise of the warrants shall correspond to the quota value of the share at the time of subscription of the shares. The subscription price shall be paid in cash. | |
| 7. | Shares which are issued following subscription shall entitle to dividend on the record date for dividends that falls immediately after the new shares have been entered in the Company's share register with Euroclear Sweden AB. |
The subscription price upon exercise of warrants and the number of shares to which each warrant provides an entitlement to subscribe may be adjusted in accordance with section 8 of each of the terms and conditions for warrants.
Oversubscription cannot take place.
The rationale for the deviation from the shareholders' pre-emption rights is to align the legal and administrative procedure for execution of the Share Option Programmes adopted in 2022, 2023 and 2024 respectively, with the procedure established for the proposed Share Option Programme 2025. Alignment of the procedures for the active Share Option Programs will benefit the Company as it will promote administratively effective and cost-efficient handling and execution of the Share Option Programmes.
A resolution to issue warrants in accordance with this item 14 will result in previous issues of warrants as listed below losing their purpose and shall not be exercised, thus, the previous aggregated dilution pursuant to the already issued warrants will remain unchanged.
The reason for the difference in the number of warrants in the resolution at the Extraordinary General Meeting on 29 June 2022 and series 2025:1 is due to a customary recalculation carried out in accordance with the terms and conditions of the Share Options Programme 2022 after the rights issue carried out in 2023.
- The 440,000 warrants issued in 2022, following the resolution at the Extraordinary General Meeting on June 29, 2022, for the purpose of enabling implementation of the Share Option Programme 2022, shall not be exercised.
- The 580,000 warrants issued in 2023, following the resolution at the Annual General Meeting on May 3, 2023, for the purpose of enabling implementation of the Share Option Programme 2023, shall not be exercised.
- The 636,400 warrants issued in 2024, following the resolution at the Annual General Meeting on May 17, 2024, for the purpose of enabling implementation of the Share Option Programme 2024, shall not be exercised.
Special authorisations
The Board of Directors proposes that the Annual General Meeting instruct the Board of Directors to implement the decision above.
The Board of Directors further proposes that the Annual General Meeting instruct the Board of Directors, or whomever the Board of Directors appoints, to make such minor adjustments in the abovementioned proposed resolutions that may prove necessary in connection with registration with the Swedish Companies Registration Office.
Item 15 - Resolution to authorise the Board of Directors to resolve on new share issues
The Board of Directors proposes that the Annual General Meeting resolves to authorise the Board of Directors, for the period until the end of the next Annual General Meeting, on one or several occasions and with or without deviation from the shareholders' preferential rights, to resolve on new share issues.
The authorisation may be utilised for new issues of shares, which may be made with provisions regarding contribution in cash, in kind or through set-off corresponding to not more than 10 per cent of the registered share capital in the Company at the time of the issue resolution. The subscription price shall be determined on market terms and conditions. However, in order to enable delivery of shares in connection with a cash issue as described above, this may, if the Board of Directors deems it appropriate, be made at a subscription price corresponding to the quota value of the shares, whereby the issue is directed to an issuing agent that acts as a settlement bank for investors.
Deviation from the shareholders' preferential rights shall be possible in connection with future investments in the form of acquisitions of operations, companies, shares in companies or otherwise for the Company's continued expansion. If the Board of Directors resolves on an issue with deviation from the shareholders' preferential rights, the rationale shall be that the Board of Directors shall be able to issue shares in the Company to be used as a means of in-kind payment or the right to offset debt or to in a flexible and cost-efficient manner raise capital to use as means of payment or to continuously adjust the Company's capital structure.
The Board of Directors, or any person appointed by the Board of Directors, shall have the right to make any adjustments or amendments of the above resolution which may be required in connection with the registration of such resolution and to take any other measure deemed necessary for the execution of the resolution.
_______________________
Special majority requirement
For valid resolutions in accordance with item 13A-13B and item 14above, it is required that the proposals be supported by at least nine tenths (9/10) of the shares represented and votes cast at the general meeting.
For valid resolution in accordance with item 15 above, it is required that the proposals be supported by at least two thirds (2/3) of the shares represented and votes cast at the general meeting.
Shareholders' right to obtain information
Shareholders are reminded of their right to, at the Annual General Meeting, obtain information from the Board of Directors and CEO in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Shareholders who wish to submit questions in advance may do so by sending via e-mail to arsstamma@smarteye.se or by post to Smart Eye Aktiebolag (publ), AGM 2025, Att. Mats Benjaminsson, Masthamnsgatan 3, floor 3, SE-413 27 Gothenburg, Sweden.
Number of shares and votes
The number of shares and votes in Smart Eye amounts to 37,456,653 per the day for the issuance of this notice. The Company does not hold any treasury shares.
Documentation
The annual report and all other documentation for resolutions will, no later than two weeks before the Annual General Meeting, be kept available on the Company's website, www.smarteye.se, at the Company's premises with address Smart Eye Aktiebolag (publ), Masthamnsgatan 3, floor 3, SE‑413 27 Gothenburg, Sweden and will be sent to those shareholders who so request and state their postal address or e-mail address.
The Board of Directors' proposal in accordance with item 15 is fully formulated in the convening notice.
The Nomination Committee's complete proposals and reasoned statement as well as information regarding proposed Board members is available on the Company's website stated above.
Processing of personal data
For information about how your personal data is processed, it is referred to the privacy notice available at Euroclear's webpage: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_____________________________
Gothenburg in April 2025
Smart Eye Aktiebolag (publ)
The Board of Directors
For more information:
Martin Krantz, CEO Smart Eye AB
Phone: +46 70-329 26 98
Email: martin.krantz@smarteye.se
About Smart Eye
Smart Eye is the leading provider of Human Insight AI, technology that understands, supports and predicts human behavior in complex environments. The company is on a mission to bridge the gap between humans and machines for a safe and sustainable future. Supported by Affectiva and iMotions - companies it acquired in 2021 - Smart Eye's multimodal software and hardware solutions provide unparalleled insight into human behavior.
In automotive, Smart Eye's driver monitoring systems and interior sensing solutions improve road safety and the mobility experience. The company's eye tracking technology and iMotions biosensor software platform are also used in behavioral research to enable advanced research in academic and commercial sectors. In media analytics, Affectiva's Emotion AI provides the world's largest brands and market researchers with a deeper understanding of how consumers engage with content, products, and services.
Founded in 1999, Smart Eye is a global company headquartered in Sweden, with customers including NASA, Nissan, Boeing, Honeywell, Volvo, GM, BMW, Polestar, Geely, Harvard University, 26 percent of the Fortune Global 500 companies, and over 1,300 research organizations around the world.
Visit www.smarteye.ai for more information.
Visit our investor web for more financial information: https://smarteye.se/investors/
Smart Eye is listed on the Nasdaq First North Growth Market. The Company's Certified Adviser is Bergs Securities AB.
Attachments
Notice to attend the Annual General Meeting in Smart Eye Aktiebolag (publ)
SOURCE: Smart Eye
View the original press release on ACCESS Newswire