This is a translation of the Swedish original. In case of discrepancies between this English translation and the Swedish original, the latter shall prevail.
1st March 2021
Acroud AB (publ), 556693-7255 ("Company"), held its extraordinary general meeting by postal voting only on Monday 1 March 2021 where mainly the following resolutions were adopted.
The meeting resolved to implement a stock option program for key personnel, management and senior executives in the Company and its subsidiaries ("Employee Stock Option Program"). Not more than 5,600,000 employee stock options may be issued and shall be offered to senior executive (six persons), management (eight persons) and other key employees in the Company and its subsidiaries (approx. 16 persons) subject to the employees not being tax residents in Sweden and/or covered by Swedish social insurance. The board of directors shall decide upon the allotment within the aforementioned limits as set out in the resolution of the extraordinary general meeting. The employee stock options shall be issued without cost. Each employee stock option entitles to acquisition of one (1) new share in the Company at an exercise price corresponding to 120 per cent of the volume weighted average price for shares in the Company according to Nasdaq First North Premier Growth Market official market report during a period of time starting 22 February 2021, ending 5 March 2021 (however not less than an amount corresponding to the quota value of the share). The exercise price and the number of shares that each employee stock option entitles to can be subject to recalculation due to bonus issue, share split, preferential rights issue and similar measures, whereby the terms for recalculation in the complete Terms for Warrants 2021/2024 shall be applied. The employee stock options can be exercised to acquire shares during the time period staring 15 March 2024, ending 12 April 2024.
In order to deliver the shares as per the Employee Stock Option Program, the meeting resolved to issue not more than 5,600,000 warrants of series 2021/2024. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, belong to the fully owned subsidiary of the company, Rock Intention Malta Ltd. The meeting resolved to approve that the subsidiary may transfer the warrants free of charge to the participants of the Employee Stock Option Program.
If the issue is fully subscribed and all warrants are exercised for subscription of shares, share capital of the Company will increase with approx. EUR 141,671.45 (subject to any re-calculation of the number of shares under the terms and conditions), corresponding to a dilution of approximately 4.4 percent of the number of outstanding shares and votes in the Company. The net dilution under employee stock option program 2021/2024 compared to if the employee stock option program 2020/2023 would not be cancelled is approximately 2.4 per cent.
The employee stock option program 2021/2024 is expected to incur an accounting cost, preliminary estimated to approximately four million Swedish Krona and distributed over the vesting period, as well as limited costs in the form of fees to external advisors and administration regarding the program.
The purpose of the proposed employee stock option program 2021/2024 is to ensure that key personnel, Management and senior executives within the group shall be given the opportunity to become long-term shareholders and take part in, and work for, a positive value development of the share in the Company during the period covered by the proposed employee stock option program 2021/2024, and that the group shall be able to retain and recruit competent and committed staff.
The principles for the employee stock option program 2021/2024 have been developed by the Company's board of directors. The proposal has been prepared with the support of external advisors and after consultations with shareholders. Apart from the employees who prepared the matter in accordance with instructions from the board, no employee who may be covered by the program participated in the drafting of the terms.
For further information, please contact:
Robert Andersson, President and CEO
+356 9999 8017
Gustav Vadenbring, CFO
+356 9967 6001
|ACROUD AB (publ)|
|Telephone:||+356 2132 3750/1|
About ACROUD AB
ACROUD owns, operates and develops high-quality comparison sites, mainly in iGaming affiliation, for the purpose of helping our partners by channelling high-quality users to the Company’s customers – primarily iGaming operators. Through the sites, ACROUD generates high-quality users, primarily to global iGaming operators. The Company, which was founded in 2003, has just over 70 employees and is headquartered in Malta. The share (ACROUD) is listed on Nasdaq First North Growth Market. Certified Adviser: FNCA Sweden AB, [email protected], +46 8 528 00 399