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PRESS RELEASE FROM THE ANNUAL GENERAL MEETING ON 25TH OF MAY IN FREEMELT HOLDING AB (PUBL)
25 May 2023 | Regulatory
The annual general meeting of Freemelt Holding AB (publ) (“Freemelt” or “the Company”) was held today on 25th of May 2023. Below is a summary of what was resolved during the meeting.
This English version is a translation of the Swedish original. The Swedish text is the binding version and shall prevail in the event of any discrepancies.
Disposition of loss an discharge of liability
The annual general meeting unanimously resolved to
- adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet;
- approve the proposed dispositions regarding loss according to the approved balance sheet;
- discharge the Board members and the CEO from liability for 2022;
Determination of board- and auditor fees
The annual general meeting unanimously resolved in accordance with the Nomination Committee’s proposal, to compensate the Board of Directors with a maximum amount of SEK 675 000; where the Chairman is remunerated with SEK 175 000 and each of the other Board members, who are not employees of the Group, are remunerated with SEK 100 000. Fees to the auditor are proposed to be paid according to an approved invoice.
Election of the Board of Directors and auditors
The annual general meeting unanimously resolved to re-elect Carl Palmstierna, Cecilia Jinert Johansson och Johannes Henrich Schleifenbaum to the Board of Directors, and to appoint Per Anell, Lottie Saks och Mikael Wahlsten as new Board of Directors.
The Chairman of the annual general meeting thanked the resigning Board members for their dedication and invaluable contributions to the Board of Directors and to the Company.
It was also decided to re-appoint Carl Palmstierna as Chairman and Grant Thornton as Company auditor with Magnus Leijon as the principal auditor.
Principles for composition of the Nomination Committee and the Nomination Committees instruction ahead of the Annual General Meeting 2024
The annual general meeting unanimously resolved to instruct the Chairman of the Board of Directors to contact the three largest shareholders, as set out in the shareholders register of Euroclear Sweden AB, who each shall nominate a person to the Nomination Committee. If any of the three largest shareholders do not wish to nominate a person, the fourth largest shareholder shall be contacted. This procedure shall continue until the Nomination Committee consists of three members. The Chairman of the Board of Directors can be called to participate in committee meetings.
The term of Nomination Committee members shall last until a new Nomination Committee has been elected as per mandate from the next AGM. If a member leaves the Nomination Committee before its work has been finalized and if the Nomination Committee considers it necessary to replace the member, a new member shall be nominated in accordance with the principles above on the basis of an extract from Euroclear Sweden AB’s shareholders register as soon as possible after the member has left.
The Nomination Committee shall put forward a proposal to the 2024 AGM in the following matters:
- Election of Chairman at the meeting
- Determination of the number of Board members and deputy Board members
- Determination of Board fees and the distribution between Chairman of the Board and other Board members
- Determination of auditor fees
- Election of Board members, deputy Board members and Chairman of the Board
- Election of auditor
- Proposed principles for composition of the Nomination committee and the Nomination Committees instruction ahead of the Annual General Meeting 2024
The Nomination Committee shall appoint a Chairman among its members. The Chairman of the Board shall not be eligible as Chairman of the Nomination Committee.
The Nomination Committee shall convene as often as required for the group to fulfil their duties, once a year as a minimum. The Chairman of the Nomination Committee shall convene meetings. If a member requests that the Nomination Committee convene, such request shall be heard.
The Nomination Committee shall have decision authority if a minimum of two members are present. The Nomination Committee shall decide by majority vote, or in case of equal number of votes, the decision shall be in favour of the Chairmans vote.
Nomination Committee meetings shall be minuted.
Work in the Nomination Committee shall not be remunerated. The company shall reimburse reasonable costs that the Nomination Committee considers necessary to complete their assignment.
Authorizing the Board of Directors to decide on a new issue of shares
The annual general meeting unanimously resolved to mandate the Board of Directors, until the next AGM, at one or several occasions, with or without preferential rights for the company’s shareholders, to decide on the issue of shares, warrants or convertibles. Payment shall be in cash, non-cash or by offset, with or without terms. Share capital and number of shares shall not increase by more than twenty (20) percent compared to the number of shares of the company at the date of the 2023 AGM. A resolution must be within the limits of the company’s articles of association.
The purpose of such a mandate and the reason for deviating from shareholders’ preferential rights is that the issue shall add capital to the company and/or add strategic shareholders. Any issue of shares, warrants or convertibles which deviates from shareholders’ preferential rights shall reflect market conditions, including any market-based discount.
The Chairman of the Board, or whoever the Board of Directors elect, shall have the right to make any formal adjustments necessary when registering the issue.
Implementing an incentive program for employees in Sweden and issuing warrants in connection therewith.
The annual general meeting unanimously resolved to establish a long-term incentive program for certain key employees in the Company and its subsidiaries (the “Group“) through the issuance of not more than 2 335 661 so-called qualified employee stock options in accordance with Ch. 11a. of the Swedish Income Tax Act (1999:1229) (“Incentive Program 2023/2027“). The proposal aims to create the conditions to strengthen the motivation of employees which the Group has identified as important and trusted in the short and long term. The board considers that an incentive program according to the present proposal is beneficial for the Group and the Company’s shareholders.
Implementing an incentive program for employees in the US.
The annual general meeting resolved unanimously to implement a long-term incentive program for certain key employees in the Company and its subsidiaries (the “Group“) that are employed in the United States and who are domiciled for tax purposes in the United States by issuing not more than 300,000 so-called incentive stock options in accordance with Section 422 of the U.S. Internal Revenue Code of 1986 (as amended) (“Incentive Program USA 2023/2027“). As for the proposal according to item 12, the aim is to create the conditions to strengthen the motivation of employees that the Group has identified as important and trusted in the short and long term. The board considers that an incentive program according to the present proposal is beneficial for the Group and the Company’s shareholders.
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Latest update: 2023-05-25