Bulletin of the Extraordinary General Meeting of Re: NewCell AB on September 3, 2021


During the Extraordinary General Assembly of Re: NewCell AB (the “Company”) on September 3, 2021, which due to the coronavirus was carried out only by postal ballot under temporary legislation, the resolutions below have been taken. All resolutions were in accordance with the proposals submitted, which are described in detail in the general meeting documents available on the Company’s website, refreshcell.com.

Adoption of an incentive program based on warrants for key people
The general meeting decided to adopt an incentive program based on warrants for key persons of the Company through (A) a resolution on an issue of a maximum of 554,391 warrants. of the 2021/2024 series to the Company, and (B) a resolution approving the transfer of the 2021/2024 series warrants of the Company to key persons of the Company. The warrants are issued free of charge to the Company and will be transferred to key persons at market conditions at a price established in accordance with a market value calculated for the warrants by applying the Black & Scholes valuation model. The Company will subsidize a portion of participants’ option premiums through a cash bonus. The cash bonus after taxes and social security contributions, calculated on the basis of a tax rate of 55%, will correspond to 50% of the option premium. The bonus will be paid as part of the allocation of warrants to participants.

Each warrant gives the right to subscribe to one share of the Company during the period beginning on November 8, 2024 (however no earlier than the day following the publication of the Company’s interim report for the period Q3) up to and including the date which falls 30 calendar days thereafter. Under the terms and conditions of the Warrants, the period during which the Warrants may be exercised may be extended if participants are prevented from exercising their subscription rights by reason of applicable insider trading laws or equivalent. The subscription price for each new share subscribed through the warrants will be determined at an amount equivalent to 130% of the volume-weighted average price of the Company’s share on the Nasdaq First North Premier Growth Market during the period beginning September 3 up to and including September 16, 2021. In the event that the warrants are fully exercised, the Company’s share capital may increase by up to 14,149.41 SEK.

Full terms and conditions of the warrants are available on the company’s website, refreshcell.com. As specified in the general conditions of the warrants, the subscription price and the number of shares that each warrant gives the right to subscription may be recalculated in certain cases.

Resolution on the Approval of the Conclusion of a Loan Agreement with the European Investment Bank
The General Assembly decided to approve the conclusion of the financing agreements with the European Investment Bank in connection with the financing of the Company’s Sundsvall textile recycling plant project. Financing arrangements refer to previously disclosed debt financing of approximately SEK 311 million, to be provided by the European Investment Bank (BEI).


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