Approval of the financial statements of 2023
The Annual General Meeting resolved to approve the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for 2023.
Allocation of profit or loss
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, that the profit for the year is balanced in a new account and that no dividend shall be paid to the shareholders.
Discharge from liability
The Annual General Meeting resolved to grant all members of the Board of Directors and the Managing Director discharge from liability for the management of the Company's affairs during 2023.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditor
The Annual General Meeting resolved, in accordance with the proposal of the Nomination Committee, that the number of board members, appointed by the annual general meeting, should be five without deputies.
The Annual General Meeting resolved, in accordance with the proposal of the Nomination Committee, to appoint one registered public accounting firm as auditor, without deputy auditors. The Annual General Meeting resolved to re-elect the registered auditing company
The Annual General Meeting further resolved, in accordance with the proposal of the Nomination Committee, that the remuneration for the members of the Board of Directors are adjusted with wage inflation for officials of approximately 4 per cent meaning that the remuneration for the members of the Board of Directors shall not exceed
Principles for appointment of a Nomination Committee
The Annual General Meeting resolved, in accordance with the proposal of the Nomination Committee, to adopt the proposed principles for the appointment of a Nomination Committee. This means that the principles for the appointment of a Nomination Committee that were adopted at the Annual General Meeting 2023 remain unchanged.
Long-term incentive program (LTIP 2024) and issue of warrants
The AGM resolved, in accordance with the proposal of the Board of Directors, to adopt a long-term incentive program for certain senior executives, in total six persons, and the issue of not more than 71,400 warrants with a right to subscribe for 71,400 new shares in the company.
Authorisation to issue new shares with or without deviation from the shareholders' preferential rights
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors, at one or several occasions and for the period until the next Annual General Meeting, to increase the Company's share capital by issuing new shares. Such share issue may be carried out with or without deviation from the shareholders' preferential rights and with or without provisions for contribution in kind, set-off or other conditions. The number of shares that may be issued under the authorisation may correspond to not more than 20 per cent of the number of outstanding shares and votes at the time of the Annual General Meeting. The purpose of the authorisation is to increase the financial flexibility of the Company and the general flexibility of the Board of Directors. Should the Board of Directors resolve on a share issue with deviation from the shareholders' preferential rights, the reason for this shall be to finance acquisitions of businesses. Upon such deviation from the shareholders' preferential rights, the new issue shall be made at market terms and conditions.
Resolution on adoption of changes in the Articles of Association
to allow annual general meetings to be held digitally.
For further information, contact:
Jonas Holst, CEO
Phone: +46 31 380 71 00
E-mail: IR@fractal-design.com
The information was published for public disclosure on
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