The annual general meeting 2023 ("AGM") of
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in
Allocation of profit
The AGM resolved not to pay any dividend to the shareholders and that the previously accrued profits, including the share premium account and year result would be carried forward.
Discharge from liability
The board of directors and the CEO were discharged from liability for the financial year 2022.
Fees to the board of directors and to the auditors and election of the board of directors and auditors
The AGM resolved, in accordance with the nomination committee's proposal, that the board of directors shall consist of five directors without deputies and that the Company shall have one registered auditing firm as auditor.
The AGM further resolved, in accordance with the nomination committee's proposal, that the remuneration to each director elected by the meeting and who is not employed by the Company or the group shall be
It was further resolved that the remuneration for committee's work shall be paid to the board of directors and the members of the established committees in the following amounts:
The AGM resolved that the auditor shall be entitled to a fee in accordance with approved invoice.
It was resolved, in accordance with the nomination committee's proposal, to re-elect Ylwa Karlgren,
Öhrlings
Guidelines for remuneration of the board and executive management
The AGM resolved, in accordance with the boards' proposal, to adopt guidelines for remuneration of the board and executive management. The guidelines are unchanged from previous year.
Adoption of principles for the nomination committee
The AGM resolved, in accordance with the nomination committee's proposal, to adopt the principles of the nomination committee. The principles are unchanged from previous year.
Members of the nomination committee
It was resolved, in accordance with the nomination committee's proposal, to re-elect
Amendment of the articles of association
The AGM resolved, in accordance with the board's proposal, to amend the Articles of Association regarding the limits for the share capital and the limits for the number of shares and some minor format adjustments.
Authorization for the board to resolve on issuances
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 10 percent of the Company's share capital after dilution based on the number of shares in the Company at the time when the authorization is first used, to be paid in cash, through set-off or in kind.
The primary purpose of the authorization is for the board of directors to be able to resolve to issue new shares, without preferential rights, in order to raise new capital which will increase the Company's flexibility or in connection with acquisitions or as payment for additional considerations in regards to already finalized acquisitions.
Issuance of new shares, pursuant of the authorization, shall be carried out on customary terms and conditions under prevailing market conditions. The allocation of shares can, if the board of directors finds it appropriate, be with a subscription price corresponding to the share's quota value.
Resolution regarding incentive program 2023/2026 for senior executives and employees through issuance of warrants
- The AGM resolved, in accordance with the boards' proposal, to implement an incentive program through issuance and transfer of a maximum of 150,000 warrants to senior executives, employees and other key persons within the Company and the company group and to
Plejd Service AB , reg. no. 556913-1443, (the "Subsidiary"), with subsequent transfer to senior executives, employees and other key persons within the Company and the company group ("Incentive program 2023/2026"). The Company's share capital may increase with a maximum ofSEK 22,500 . The warrants shall entitle to subscription of new shares in the Company. -
The Subsidiary has the right to subscribe for warrants without consideration and the senior executives, employees and key persons in the Company and company group in
Sweden have the right to subscribe for the warrants at a price equal to the warrant's market value, which shall be calculated according to the Black & Scholes valuation model. -
Each warrant entitles to subscription of one (1) new share in the Company during the period from
1 May 2026 up to an including31 July 2026 or the earlier date set forth in the terms for the warrants. The board of directors shall have the right to extend the time for subscription for shares in the event that participants are prevented from subscribing for shares at the end of the subscription period due to the EU Market Abuse Regulation. -
The subscription price shall be determined to an amount equal to 170 percent of the volume weighted average price at Spotlight Next during the period from
13 April 2023 up to and including26 April 2023 . - The AGM further resolved, in accordance with the boards' proposal, to approve that the Company may transfer the number of warrants in the Subsidiary of series 2023/2026, that are not subscribed for by existing individuals eligible for subscription, to future senior executives, employees and other key persons within the Company and company group, or in any other matter dispose of the warrants to fulfill the obligations under Incentive Program 2023/2026.
The maximum dilution of Incentive Program 2023/2026 is estimated to be a maximum of approximately 1.47 percent of the total number of shares and votes in the Company, assuming full subscription and exercise of all warrants offered. The maximum dilution of Incentive Program 2023/2026 plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 5.80 percent, assuming full subscription and exercise of all warrants offered and outstanding.
For further details regarding the resolutions set out above, refer to the notice, the annual reports and the nomination committee's proposals available at the Company's website, www.plejd.com.
For further information
Phone: +46 (0) 10 207 89 01
E-mail: investor@plejd.com
About the company
https://news.cision.com/plejd/r/communique-from-the-annual-general-meeting-of-plejd-ab-27th-of-april-2023,c3760163
https://mb.cision.com/Main/13880/3760163/2019026.pdf
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