At today’s Annual General Meeting in Strax AB (publ) it was resolved to adopt the income statement and the balance sheet for the company, as well as the consolidated income statement and balance sheet for the year 2017. Furthermore, it was resolved that the distributable funds should be transferred to profit carried forward. The Annual General Meeting resolved to discharge the board members and the CEO from liability.
It was resolved that the number of members of the Board of Directors, for the time until the end of the next Annual General Meeting, shall be five (5) ordinary Directors and no deputy Directors. It was resolved, in accordance with the Nomination Committee’s proposal, that Bertil Villard, Anders Lönnqvist, Gudmundur Palmason and Ingvi Tomasson are re-elected as members of the Board of Directors, and that Pia Anderberg is elected as a member of the Board of Directors, all for the period until the end of the next Annual General Meeting. It was further resolved that Bertil Villard is re-elected as chairman of the Board of Directors for the period until the end of the next Annual General Meeting. It was further resolved to elect PwC AB, with Niklas Renström as the auditor in charge, as the company’s auditor for the time until the end of the next Annual General Meeting.
It was resolved that each member of the Board of Directors who is considered to be independent in relation to major shareholders, shall receive SEK 150,000, and the chairman of the Board of Directors shall to receive SEK 225,000, as remuneration. It is thus Bertil Villard, Anders Lönnqvist and Pia Anderberg that shall receive remuneration, whereas remuneration to the Board of Directors shall be paid with a total of SEK 525,000. It was further resolved that the remuneration to the auditor, for the time until the end of the next Annual General Meeting, shall be paid as per current approved account.
The Annual General Meeting resolved to adopt the Board of Directors’ proposal regarding guidelines for remuneration for the company’s management and other employees.
It was further resolved, in accordance with the proposal from the Board of Directors, to authorise the Board of Directors to, up until the next Annual General Meeting, on one or several occasions and with or without preferential rights for the shareholders against cash payment or against payment through set-off or in kind, or otherwise on special conditions to issue new shares. However, such issue of shares must never result in the company’s issued share capital or the number of shares in the company at any time, being increased by more than a total of 10 per cent. The previous authorisation to issue new shares and which was given at last year’s Annual General Meeting, was valid up to this year’s Annual General Meeting and has consequently lapsed.
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to resolve on the acquisition and sale of the company’s own shares. The following shall apply for acquisition and sale of the company’s own shares:
- Acquisition and sale of own shares shall exclusively take place on Nasdaq Stockholm.
- The authorisation may be utilised on one or several occasions until the 2019 Annual General Meeting.
- Shares may be acquired to the extent that the company’s holding of its own shares, on any occasion, does not exceed ten (10) per cent of the company’s total shares. Sale may be carried out of not more than the number of shares acquired under this authorisation.
- Acquisition and sale of shares may only take place at a price within the price interval, on any occasion, recorded on Nasdaq Stockholm, which refers to the interval between the highest buying price and the lowest selling price.
It was resolved, in accordance with the Nomination Committee’s proposal, to adopt principles for the appointment of the Nomination Committee to be in effect until the Annual General Meeting resolves otherwise.
Further, the Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive program and to issue warrants. The warrant program is addressed to the executive management and other employees in Strax. The warrant program comprises in total a maximum of approximately 35 individuals and not more than 1,000,000 warrants may be issued within the framework of the program.
Each warrant entitles the holder to subscribe for a share in the company during the period
1 September 2021 up to and including 30 November 2021 at a subscription price corresponding to 130 per cent of the volume-weighted average price of the Strax share on Nasdaq Stockholm during the period 10 days after the Annual General Meeting. If all of the 1,000,000 warrants are exercised, the warrant program entails a full dilution corresponding to approximately 0.8 per cent of the shares and votes in Strax.
Additional information regarding the resolutions of the Annual General Meeting can be found in the proposals to the Annual General Meeting, which were prepared and that can be found on the company’s website.