Acast’s Annual General Meeting was held in
Adoption of the accounts and discharge from liability
The meeting adopted the balance sheet and the income statement for the parent company and the group. The Board of Directors and the CEO were discharged from liability for the financial year 2023.
Distribution of profit
The meeting resolved, in accordance with the Board of Directors’ proposal, that no dividends should be paid to the shareholders for the financial year 2023 and that the funds available for distribution by the meeting shall instead be carried forward.
Remuneration report
The meeting resolved to approve the Board of Director’s report regarding remuneration for the financial year 2023.
The Board of Directors and fees
The meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect the board members
The meeting resolved, in accordance with the Nomination Committee's proposal, that the Chair of the Board shall be paid a fee of
The meeting also resolved, in accordance with the Nomination Committee's proposal, that a specific compensation may be paid to the Board members
Further, the meeting resolved, in accordance with the Nomination Committee's proposal, that remuneration may be paid on account for special assignments by Board members in their respective area of competence (consultancy services etc.), provided that such undertakings have previously been pre-approved by the Chair of the Board of Directors or by two Board members. The fee shall be on market terms.
Auditor
The meeting resolved, in accordance with the Nomination Committee's proposal, to re-elect
LTI program 2024
The meeting resolved, in accordance with the Board of Director’s proposal, to adopt a performance stock unit program for approximately 50 employees in the
After the performance stock units have been allotted and vested, and provided that the performance condition regarding total return on Acast’s share has been fulfilled, each performance stock unit entitles the holder a right to, during a four week period starting ten trading days after the date of publication of Acast’s report for the second quarter 2027, however no earlier than
The maximum dilution for current shareholders due to the program is two percent of the current total number of outstanding shares in
Further, it was resolved that
The meeting also resolved, in accordance with the Board of Directors’ proposal, that the Board of Directors may resolve on transfer of the warrants to the participants or otherwise to a third party, for the purpose of delivering shares to the participants in accordance with the terms and conditions of the program.
Authorisation to resolve on new issue of shares and/or warrants
The meeting authorised the Board of Directors to, on one or several occasions for the period up to the next Annual General Meeting, resolve on new issue of shares and/or warrants, to the extent that such issue can be made without amending the articles of association. An issue may be made with or without deviation from the shareholders' preferential rights. Based on the authorisation, the Board of Directors may resolve to issue a number of new shares corresponding to a maximum of ten percent of the total number of outstanding shares in the company at the time of the Annual General Meeting.
© Modular Finance, source