Press release
Bulletin from Annual General Meeting in
The following resolutions were passed at the Annual General Meeting (the “AGM”) of
Adoption of Income Statement and Balance Sheet for the Financial Year 2022 and Discharge from Liability
The AGM adopted the income statements and the balance sheets for the Company and the group for the financial year 2022. The members of the Board of Directors and the CEO were discharged from liability for the financial year 2022.
Allocation of Profits
The AGM resolved that a dividend of
Election of Board Members, Auditors, Fees to the Board of Directors and Auditors
The AGM resolved that the number of members of the Board of Directors shall be six without deputies and that the number of auditors shall be one registered accounting firm without deputy auditors.
The AGM resolved to re-elect
The registered accounting firm Öhrlings
The AGM resolved that fees to members of the Board of Directors shall be paid with SEK 750,000 to the Chairman of the Board of Directors and
Principles for the appointment of the members of the Nomination Committee
The AGM resolved that the principles for appointing the members of the Nomination Committee as adopted at the AGM 2022 shall remain unchanged.
Approval of the Board’s remuneration report
The AGM resolved to approve the Remuneration Report for the financial year 2022.
Adoption of a long-term performance-based share programme
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term performance-based share savings programme for the group's senior executives and other key employees employed in
Adoption of a long-term incentive programme for the group’s employees outside of
The AGM resolved, in accordance with the Board of Directors' proposal, to adopt a long-term incentive programme (Warrant Programme 2023) directed at the group's employees outside of
Resolution to authorise the Board of Directors to resolve on the acquire and transfer of own shares
The AGM resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors, on one or more occasions until the end of the next AGM, to resolve on the acquisition of not more than one-tenth of the Company’s own shares. Furthermore, the AGM authorises the Board of Directors, for the period until the end of the next AGM, on one or more occasions, to resolve on the transfer of the own shares held by the Company at the time of the Board's decision on transfer.
The purpose of the proposed authorisation is to give the Board the opportunity to adapt the Company’s capital structure to its capital needs and thereby, among other things, be able to use the repurchased shares as a means of payment for the acquisition of companies.
The possibility of deviation from the shareholders’ preferential rights when transferring own shares is justified by the fact that transfer of shares over Nasdaq Stockholm or otherwise with deviation from preferential rights for shareholders can take place with greater speed, flexibility and is more cost-effective than transfer to all shareholders. If the Company’s own shares are transferred for consideration in a form other than cash in connection with agreements on the acquisition of assets, the Company cannot give shareholders the opportunity to exercise any preferential rights.
Resolution to authorise the Board of Directors to resolve on new issues of shares, warrants and/or convertibles
The AGM resolved, in accordance with the Board's proposal, to authorise the Board of Directors, on one or more occasions and with or without shareholders' preferential rights, until the end of the next AGM, to resolve on a new issue of shares, warrants and/or convertibles of not more than ten (10) percent of the registered share capital in the Company at the time of the issue resolution. An issue may be carried out as a cash, non-cash or set-off issue. Issuance may only be made at market price.
Deviation from the shareholders’ preferential rights shall only be possible in connection with company acquisitions. If the Board of Directors resolves on an issue with deviation from the shareholders’ preferential rights, the rationale shall be that the Company quickly needs access to capital in the event of a company acquisition or alternatively need to pay with the Company’s shares, warrants and/or convertibles.
CEO
For more information, please contact:
Pernilla Lindén,
The information was submitted for publication, through the agency of the contact person set out above, at 19:00 CEST on May 9, 2023. This is a translation of the Swedish version of the press release. When in doubt, the Swedish wording prevails.
Attachment
- 2023-05-09 Bulletin from Annual General Meeting in
Hexatronic Group AB (publ)
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