Realfiction: Notice of Extra General Meeting (260923 No.2) in Realfiction Holding AB
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2026-09-18
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The shareholders of Realfiction Holding AB, Reg. No. 559110-4616, are invited to attend the extra general meeting to be held on Wednesday 23 September 2026 at 12 noon. at the premises of Forvis Mazars AB, Terminalgatan 1, Helsingborg.
The shareholders of Realfiction Holding AB, Reg. No. 559110-4616, are invited to attend the extra general meeting to be held on Wednesday 23 September 2026 at 12 noon. at the premises of Forvis Mazars AB, Terminalgatan 1, Helsingborg. Right to participate and notification Shareholders wishing to participate in the extra general meeting must:
partly be listed in the Company’s share register kept by Euroclear Sweden AB as of Tuesday 15 September 2026; and
partly have notified their participation no later than on Thursday 17 September 2026 by post to Realfiction Holding AB, c/o Fineasity AB, Nedre Långvinkelsgatan 53, SE-252 34 Helsingborg, Sweden, or by e-mail to investor@realfiction.com. The notification should specify the shareholder’s complete name, personal identity number or company registration number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on the number of advisors (two at the most). Trustee-registered shares Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the extra general meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called “voting rights registration”). Such voting rights registration must be implemented by the trustee no later than as of Thursday 17 September 2026. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration. Proxy etc. If the shareholder should be represented by a proxy, the proxy must bring a written power of attorney, which is dated and duly signed by the shareholder, to the meeting. The validity term of the power of attorney may not be more than one year, unless a longer validity term is specifically stated in the power of attorney (however at the longest five years). If the power of attorney is issued by a legal entity, the representing proxy must also present an up-to-date registration certificate or equivalent document for the legal entity. In order to facilitate the entrance at the meeting, a copy of the power of attorney and other authorization documents should preferably be attached to the shareholder’s notification to participate in the meeting. A template power of attorney is available at the Company’s website (www.realfiction.com) and will be sent to shareholders who request it and state their address. Proposed agenda 0. Opening of the meeting. 1. Election of a chairman of the meeting. 2. Preparation and approval of the voting register. 3. Approval of the agenda. 4. Election of one or two persons to attest the minutes. 5. Determination of whether the meeting was duly convened. 6. Resolution on (A) option program for the board of directors in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants. 7. Resolution on (A) option program for members of senior management in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants. 8. Resolution to amend the resolution on Board remuneration adopted by the 2026 Annual General Meeting. 9. Closing of the meeting. Proposed resolutions Item 6: Resolution on (A) option program for the board of directors in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants The shareholder Paltoft Holding ApS (the “Proposer”) proposes that the extra general meeting resolves to adopt an option program for the board of directors (the “Subsidiary Board Option Program 2026”) in the Company’s wholly owned subsidiary Realfiction Lab ApS (the “Lab Subsidiary”). The board of directors in the Lab Subsidiary (the “Board of Directors”) are identical to board of directors in the Company. The Proposer notes that the Board of Directors performs significant services for the Company's Danish subsidiary, Realfiction Lab ApS, in connection with the development, commercialization and strategic execution of the Lab Subsidiary's technology and business. The Proposer considers that an equity-based remuneration structure is the most appropriate remuneration model for these services, as it aligns the Board of Directors interests with those of the Company's shareholders by linking his remuneration directly to the long-term value development of the Company. The Proposer further considers that the proposed Subsidiary Board Option Program 2026 will strengthen the Board of Directors long-term commitment to the Company and the Lab Subsidiary, promote sustainable value creation and be beneficial to both the Company and its shareholders. Furthermore, the proposed option program forms part of the Company's overall remuneration structure and, together with the proposal under Item 10 of the agenda, is intended to reduce the Company's cash outflows and thereby contribute to preserving the Company's cash resources and extending its cash runway. The details of the proposed Subsidiary Board Option Program 2026 are set out under Section A below. To implement the Subsidiary Board Option Program 2026, the Proposer proposes that the extra general meeting resolves (A) option program for the board of directors in subsidiary; and (B) directed issue of warrants and approval of transfer of warrants. A. Proposal on option program for the Board of Directors The Proposer proposes that the extra general meeting resolves to adopt the Subsidiary Board Option Program 2026 in accordance with the following substantial guidelines: 1. The Subsidiary Board Option Program 2026 shall comprise a maximum of 40,000,000 options. The number of options to be allotted under the proposed option programmes will be determined on the basis of the fair value of the options calculated in accordance with the Black-Scholes valuation model at the time of allotment. The intention is that the aggregate Black-Scholes fair value of the options allotted to the participants shall correspond to approximately SEK 2.4 million, representing the aggregate amount of future cash remuneration being replaced by equity-based remuneration over a 24-month period. The number of options to be allotted will therefore depend on the Black-Scholes value per option at the time of allotment. As the Company's share price is currently at a relatively low level, the fair value per option may also be relatively low, which may result in a comparatively large number of options being required for the aggregate fair value of the options to correspond to the cash remuneration being replaced. Since the final Black-Scholes value cannot be determined at the time of the notice of the Extraordinary General Meeting, inter alia because the future share price, exercise price and other relevant valuation parameters are not yet known, the proposals provide for an aggregate maximum of 40,000,000 warrants, each entitling the holder to subscribe for one new share in the Company. The maximum number of warrants constitutes an upper limit only and does not represent an intended allotment. The actual number of options allotted will be limited to the number required for their aggregate Black-Scholes fair value at the time of allotment to correspond to the relevant amount of future cash remuneration being replaced, subject always to the maximum number of warrants approved by the Extraordinary General Meeting. 2. Each option entitle the holders a right to acquire one new share in the Company against cash consideration at a subscription price amounting to the higher of: a) the subscription price in the Company's upcoming Rights Issue, which is intended to be resolved upon by the Board on October 1, 2026. Such subscription price is intended to correspond to a TERP (Theoretical Ex-Rights Price) discount of approximately 35 percent to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from and including 3 September 2026 up to and including 30 September 2026, however not lower than the quota value of the share (SEK 0.10) and not higher than SEK 1.00; and b) the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the subscription period for the Company's upcoming Rights Issue which is intended to take place from and including 13 October 2026 up to and including 27 October 2026. The thus calculated subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The subscription price and the number of shares that each option entitles right to may be subject to re-calculation in the event of a bonus issue, split, rights issue etc., wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied. 3. Allotment shall take place no later than 29 November 2026. 4. The allotted options will vest with 1/24 each month after the allotment date. If the number of allotted options is not evenly divisible with 1/24, the number of vested options shall be rounded downwards and any excess options shall be considered vested on the last vesting date. Vesting is conditional upon that the participant still holds the position as Board of Directors in the Lab Subsidiary each date when vesting occurs. The 24-month vesting schedule constitutes a deviation from Section III.1 of the Swedish Corporate Governance Board's Rules on Remuneration of the Board and Executive Management on Incentive Programs, which generally provides that incentive programs should have a vesting period of at least three years. The Proposer considers the deviation to be justified in the specific circumstances. The Board of Directors has already been actively engaged in the Lab Subsidiary for years and has therefore demonstrated a long-term commitment to the Company and its subsidiary over a period exceeding five years. Accordingly, the proposed program is not intended to establish a long-term relationship with a newly appointed member of Board of Directors, but rather to reinforce an already well-established long-term commitment while ensuring continued alignment with the interests of the Company's shareholders. Furthermore, the proposed option program forms part of a revised remuneration structure under which the Board of Directors will no longer receive cash remuneration for its board duties and will receive lower future cash salaries but will instead be remunerated through equity-based compensation. Unlike a traditional long-term incentive program, the proposed structure replaces cash remuneration with equity-based remuneration. Accordingly, the Board of Directors assumes a direct financial exposure to the Company's future performance from the outset, which the Proposer considers provides a strong and enduring alignment of interests with the Company's shareholders. Together with the separate proposal under Item 10 of the agenda regarding the removal of cash Board remuneration, the program is intended to reduce the Company's cash outflows, strengthen its liquidity position and extend the Company's cash runway in support of the Company's business plan. Although the vesting period is shorter than the period generally recommended under Swedish market practice, the Proposer considers that the program continues to provide a strong forward-looking incentive, as the options will vest gradually over a 24-month period and will only generate economic value if the Company's share price develops favourably over time. The Proposer therefore considers that a 24-month vesting period appropriately balances the objective of promoting long-term commitment with the commercial purpose of the remuneration structure. The Proposer also notes that the Board of Directors long-term commitment is not solely dependent on the vesting schedule, but is further reinforced by his acceptance of equity-based remuneration in lieu of cash remuneration. Furthermore, when determining the terms of the program, the Proposer has taken into account that the participant performs his services through a Danish subsidiary and has therefore sought to structure the program in a manner that is compatible with applicable Danish legal and tax requirements. 5. The options shall not constitute securities and shall not be possible to transfer or pledge. However, in the event of death, the rights to vested options shall accrue to the beneficiaries of the holder of the options. 6. The options shall be allotted without consideration. 7. The holders can exercise allotted and vested options during 30 days from the day following after the announcement of the Company’s quarterly reports. If the Company does not render any quarterly report or year-end report after the end of any calendar quarter, the allotted and vested options may instead be exercised during the last month of the following calendar quarter. The options may in no event be exercised later than 31 December 2031. 8. In the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting the Company, the options will vest in their entirety and be exercisable in connection with the relevant transaction. 9. The options shall be governed by a separate agreement with the participant. The Company’s CEO shall be responsible for the preparation and management of the Subsidiary Board Option Program 2026 in accordance with the above mentioned substantial terms and guidelines. B. Proposal to resolution on a directed issue of warrants and approval of transfer of warrants In order to enable the Lab Subsidiary’s delivery of shares under the Subsidiary Board Option Program 2026, the Proposer proposes that the extra general meeting resolves on a directed issue of warrants and approval of transfer of warrants. The Proposer thus proposes that the extra general meeting resolves on a directed issue of a maximum of 40,000,000 warrants in accordance with the following terms and conditions: 1. With deviation from the shareholders’ preferential rights, the warrants may only be subscribed for by the Lab Subsidiary. The reason for the deviation from the shareholders’ preferential rights is that the warrants are issued as part of the implementation of the Subsidiary Board Option Program 2026. In the light of what has been stated above, the Proposer considers that it is for the benefit of the Company and its shareholders that the Board of Directors in the Lab Subsidiary is offered to participate in the Subsidiary Board Option Program 2026. 2. Subscription shall be made no later than 29 November 2026. 3. Over subscription cannot occur. 4. The warrants shall be issued to the Lab Subsidiary at a subscription price corresponding to the fair market value of the warrants at the time of subscription, which shall be determined in accordance with the Black & Scholes valuation formula. 5. Payment for the warrants shall be made against cash consideration no later than two weeks from the time of subscription. 6. Each warrant entitles to subscription of one share in the Company at a subscription price amounting to the higher of: a) the subscription price in the Company's upcoming Rights Issue, which is intended to be resolved upon by the Board during Q4 2026. Such subscription price is intended to correspond to a TERP discount of approximately 35 percent to the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the period from and including 3 September 2026 up to and including 30 September 2026, and the exercise price can in no event be lower than the quota value of the share (SEK 0.10) and not higher than SEK 1.00; and b) the volume-weighted average price of the Company's share on Nasdaq First North Growth Market during the subscription period for the Company's upcoming Rights Issue which is intended to take place from and including 13 October 2026 up to and including 27 October 2026. The thus calculated subscription price shall be rounded to the nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The part of the subscription price exceeding the share quotient value shall be added to the free share premium reserve. The subscription price and the number of shares that each warrant entitles right to may be subject to recalculation in the event of a bonus issue, split, rights issue etc, wherein the recalculation terms in the complete terms and conditions of the warrants shall be applied. 7. The shares issued upon exercise of a warrant shall confer right to dividends as from the first time on the record date for dividends that occurs immediately following effectuation of subscription. 8. Subscription of shares by virtue of the warrants may be made from registration with the Swedish Companies Registration Office up to and including 31 December 2031. 9. If all 40,000,000 warrants are exercised for subscription of new shares, the share capital will increase with SEK 4,000,000. 10. The Subsidiary Board Option Program 2026 comprises the three current board members in the Company. The board members may collectively be entitled to receive a maximum of 40,000,000 options, subject to a maximum of 17,200,000 options per individual. The number of options to be offered each participant depends on the fair value of the options calculated in accordance with the Black-Scholes valuation model at the time of the offer and allotment and the amount of lower future cash salaries. The Company’s CEO shall be entitled to make such minor adjustments of the issue resolution that might be necessary in connection with registration with the Swedish Companies Registration Office. Further, the Proposer proposes that the extra general meeting resolves to approve that the Lab Subsidiary may transfer warrants to the participant in the Subsidiary Board Option Program 2026 without consideration in connection with the exercise of options in accordance with the terms and conditions under Section A above or otherwise dispose over the warrants to secure the Company’s or the Lab Subsidiary’s commitments and costs in relation to the Subsidiary Board Option Program 2026. Other information regarding the Subsidiary Board Option Program 2026 The Subsidiary Board Option Program 2026 will be accounted for in accordance with the Swedish Annual Accounts Act and the Swedish Accounting Standards Board’s General Advice BFNAR 2012.1 (K3) that stipulates that the options shall be expensed as costs over the vesting period and will be accounted for directly against equity. Costs from options accounted for in accordance with the Swedish Annual Accounts Act and the Swedish Accounting Standards Board’s General Advice BFNAR 2012.1 (K3) do not affect the Company’s cash flow. The Proposer has made the assessment that the Subsidiary Board Option Program 2026 will not trigger any social costs for the Company. Costs related to the Subsidiary Board Option Program 2026 will be accounted for during 2026-2028. The Proposer has calculated a theoretical value of the options using the Black & Scholes formula. Assuming a share price at the time of allocation of the options of SEK 0.1, the value of each option has been calculated to SEK 0.06 and the total cost for the Subsidiary Board Option Program 2026 is estimated to approximately SEK 2,428,000 before tax during the period 2026-2028. It shall be noted that the calculations are based on preliminary assumptions (a share price at the time of the allocation of the options of SEK 0.1, an exercise price of SEK 0.1, a risk-free interest of 2.5 per cent, an expected dividend of SEK 0 and an assumed volatility of 77 per cent) and are only intended to provide an illustration of the outcome. As per the date of the notice, the number of shares in the Company amounts to 23,976,431. In addition, there are in the aggregate 1,999,992 outstanding warrants series TO 2 that were issued in relation to the unit issue in August of 2025 and upon full exercise of these warrants, in the aggregate 1,999,992 new shares will be issued resulting in a new total num
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