Today, on
Adoption of balance sheets and income statements
The general meeting resolved to adopt the balance sheet and the consolidated balance sheet as per
Disposition of the company’s earnings
The general meeting resolved, in accordance with the board of directors’ proposal, that no dividends shall be paid for the financial year 2023 and that the whole amount available be carried forward.
Discharge from liability
The general meeting resolved to discharge the board of directors and the CEO from liability for the management of the company’s business during the financial year 2023.
Remuneration report
The general meeting resolved, in accordance with the board of directors’ proposal, to approve the presented remuneration report for the financial year 2023.
Board of directors and auditor
The Annual General Meeting resolved that the board of directors shall consist of six directors elected by the meeting with no deputies.
The registered accounting firm Ernst & Young Aktiebolag was re-elected as the company’s auditor for the period until the end of the next Annual General Meeting.
The general meeting resolved that remuneration to the board members shall be paid, for the period until the end of the next Annual General Meeting, with
The resolutions were adopted in accordance with the nomination committee’s proposals.
Guidelines for remuneration to senior executives
In accordance with the board of directors’ proposal, the general meeting resolved to adopt updated guidelines for remuneration to senior executives.
Warrant program including issue and transfer of warrants
In accordance with the board of directors’ proposal, the general meeting resolved to implement a warrant program for the CEO and other members of the group management. In order to implement the program, the general meeting resolved on a directed issue of a maximum of 335,000 warrants, entitling to subscription of a maximum of 335,000 shares of class B in the company, which corresponds to a maximal dilution of approximately 0.6 percent of the total number of shares in the company and approximately 0.3 percent of the total number of votes in the company following full subscription of all warrants. The warrants are issued free of charge to a wholly owned subsidiary, which shall transfer the warrants to the participants in the warrant program on market terms at a price (premium) corresponding to a calculated market value of the warrants performed by an independent valuation institute using a generally recognised valuation model.
The subscription price per share of class B upon shall be 123 percent of the share of class B’s average volume weighted
Subscription for shares of class B in accordance with the terms and conditions of the warrants may be carried out on two occasions: (i) a three-week period from the day following the publication of the company’s interim report for the period of 1 January –
Upon exercise of the warrants, a recalculation for the exercise of the warrants at net value is applied in accordance with the complete terms and conditions for the warrants where the subscription price for each share of class B shall correspond to the share’s quota value of
Issue authorisations
The general meeting resolved to authorise the board of directors to, at one or several occasions for the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, resolve to issue new shares of class B. Issue may be made against cash payment, through set-off or in kind, or with other conditions. A cash or set-off issue made with deviation from the shareholders’ preferential rights shall be made at a market-based subscription price. The total number of shares that may be issued under the authorisation shall be within the limits of the share capital according to the articles of association. The total number of shares that may be issued under the authorisation may not exceed 10 percent of the total number of outstanding shares in the company at the time of the Annual General Meeting.
For more information, please contact:
Petter Moldenius, CEO, tel: +46 8 545 891 00, e-mail: info@karnell.se.
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