Adoption of the accounts and discharge from liability
The Meeting adopted the balance sheets and profit and loss accounts for the parent company and the Group and the Meeting discharged the Board of Directors and the CEO from liability for the financial year 2023.
Appropriation of profits
The Meeting decided, in accordance with the Board of Directors' proposal, that of the profit according to the adopted balance sheet, a dividend of
The Board of Directors and fees
The Meeting resolved in accordance with the nomination committee's proposal to re-elect
Auditor
The Meeting decided that fair remuneration to the auditor is to be paid with a reasonable amount according to approved invoice. The registered public audit firm
Remuneration report
The Meeting resolved to approve the Board of Directors' report regarding remuneration to the CEO and the Board of Directors for the financial year 2023.
Guidelines for remuneration to the senior executives
The Meeting approved, in accordance with the Board’s proposal, the guidelines for remuneration to senior executives.
Long-term performance share based incentive plan (LTIP 2024) and transfer of own class B shares under LTIP 2024
The Meeting resolved in accordance with the Board's proposal to introduce a long-term performance share based incentive plan ("LTIP 2024"). LTIP 2024 comprises approximately 120 employees consisting of senior executives and other key employees. The participants are allocated performance based share rights, which provide the participant with a right to acquire class B shares. Following the defined vesting period, the participants will, free of charge, be allocated class B shares in
The maximum number of class B shares in
Allocation of class B shares in
The primary reason for implementing LTIP 2024 is to align the interests of the shareholders with the interests of the Executive Management and other key employees to ensure maximum long-term value creation. LTIP 2024 is also considered to facilitate Addnode Group’s recruitment and retention of senior executives and other key employees.
The Meeting also resolved to transfer not more than 138,000 own class B shares in
Repurchase offer regarding call options and approval of transfer of class B shares
At the Annual General Meeting in
The Meeting resolved that in connection with the first exercise period for LTIP 2021, the company shall make an offer to the Option Holders to transfer Call Options to the company at a price corresponding to the net value that the Call Options would have resulted in for the Option Holders if the Call Options had been exercised at that time (the "Call Option Value"), and where consideration for the Call Options is paid in the form of class B shares in
Option Holders who do not accept the Offer may, without being affected by the Offer, exercise their Call Options for acquisition of class B shares during the acquisition periods in accordance with the terms and conditions applicable to the Call Options.
The Meeting further resolved to approve transfer of class B shares, which
Authorization regarding acquisitions and transfer of own class B shares
The Meeting resolved in accordance with the Board's proposal to authorize the Board to resolve, on one or several occasions prior to the next Annual General Meeting, to acquire a maximum number of class B shares so that the company's holding following the acquisition does not exceed ten per cent of all the shares in the company at any time. Furthermore, the Meeting authorized the Board to resolve, on one or several occasions, prior to the next Annual General Meeting, to transfer class B shares in the company to a third party. The number of shares transferred may not exceed the total number of shares held by the company at any time. The reason for permitting the Board to deviate from the preferential rights of shareholders is primarily to enable financing of potential acquisitions of companies and other types of strategic investments in a cost-effective manner and to cover costs (including costs for social security contributions) arising from the implementation of
Authorization to resolve on issue of new class B shares
The Meeting resolved in accordance with the Board's proposal to authorize the Board to resolve, on one or several occasions, prior to the next Annual General Meeting, with or without deviation from the preferential rights of shareholders, on a new issues of class B shares. Based on the resolution, with the support of an authorization, it shall be possible to increase the number of class B shares by not more than ten percent based on the number of outstanding class B shares in the company at the time of the first use of the authorization. The authorization shall also encompass the right to decide on a new class B share issue stipulating payment in kind or that shares shall be subscribed for with right of set‐off or otherwise with conditions stipulated in Chapter 13, Section 7 of the Swedish Companies Act. The reason for the deviation from the preferential rights of shareholders is to enable a directed issue for the execution of acquisitions of other companies or operations in full or in part.
Nomination Committee
The Meeting adopted the nomination committee's proposal regarding rules for the nomination committee.
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