Today, 18 may 2017, was held the annual general meeting in Arcoma AB (publ). Below is a summary of the decisions taken. All decisions were taken by unanimity.
Decision on adoption of financial statements and allocation of result and discharge from liability
Income statement and balance sheet and the consolidated income statement and balance sheet were adopted. At the meeting, it was decided also to dispose of the company’s profit according to the proposal of the board in the annual report, meaning that no distribution of profits shall be submitted for fiscal year 2016, and that the available funds on 27 720 235 sek to be carried forward to new account. It was also decided to grant the board of directors and the managing director be discharged from liability for the financial year.
Fees to the board of directors and the auditor
The agm decided in accordance with the nomination committee’s proposal that fees to the board shall be paid a total of sek 600,000, to be allocated with sek 400,000 to the chairman of the board and each of the 100 000 sek to other board members. The meeting also decided that a board member may, if fiscal conditions are available for invoicing, and provided it is cost neutral for the company, invoice the board of directors. If a member of the board will invoice the board fee through companies, the fee is increased by an amount equal to the charges under the law and value added tax. It was also decided, in accordance with the nomination committee’s proposal that fees to the auditors shall be paid according to approved invoices in accordance with normal debit norms.
The election of board members and auditor
The agm decided in accordance with the nomination committee’s proposal that the board of directors shall consist of three (3) members of the board for the period until the end of the next annual general meeting. In accordance with the nomination committee’s proposal was re-elected Peter Benson and Mats Thorén as ordinary members of the board and Lars Kvarnhem was elected as a new ordinary board member. The meeting also resolved in accordance with the nomination committee’s proposal to elect Lars Kvarnhem as the new chairman of the board. Finally, the re-elected Deloitte AB as auditing firm for the period until the end of the next annual general meeting in accordance with the nomination committee’s proposal.
Instructions and charter for the nomination committee
The agm decided in accordance with the nomination committee’s proposal that a nomination committee shall be appointed before the forthcoming election and remuneration. The nominating committee shall consist of four members – one representative for each of the three largest shareholders per the last banking day in september, and the board chairman. Furthermore, the adoption of a set of instructions and charter for the nomination committee.
The approval of the board’s decision on a directed share issue of shares
At the meeting, it was resolved to approve the board’s decision of 10 april 2017 on a directed share issue of a maximum of 1 149 425 shares at a subscription price of 4,35 per share. Through the rights issue, the company’s share capital may increase by a maximum of 2 298 850 sek. The subscription price has been determined after negotiation with the subscriber, and corresponds to a discount of 4% based on the volume weighted average share price during the 10 trading days before the issue resolution. The board considers that the subscription price is the market price. With deviation from the shareholders ‘ preferential rights to the new shares will only be subscribed by the president-the chairman of the board Lars Kvarnhem. The reason for the deviation from shareholders ‘ preferential rights is that the board of directors deems it to be for the benefit of the company and the shareholders to elect the chairman of the board have a significant ownership in the company, ownership is spread further and that the company receives working capital before the above-described marketing activities.
Decision if (A) the employee; and (B) directed issue of warrants and approval of transfer of warrants
At the meeting, it was decided in accordance with the board’s proposal for the establishment of an employee stock option program for the CEO and other senior executives of the company and on a directed issue of warrants and approval of transfer of warrants.
The program means that a maximum of 1 149 425 stock options to be offered to the CEO and other senior executives of the company. Option holders shall be able to avail granted and vested employee stock options during the period from and including June 15, 2020 to and including september 30, 2020. Each stock option entitles the holder to acquire one new share in the company at an exercise price amounting to 135 per cent of the volume-weighted average price according to Nasdaq First North’s official price list for shares in the company during the period from and including 19 may 2017, 2 June 2017. The employee stock options shall be allocated free of charge and shall not be considered securities, nor shall they be transferred or pledged.
To enable the delivery of shares, and to secure the associated costs, mainly social security charges, to a maximum of 1 404 953 warrants issued to one of the company’s wholly owned subsidiaries. The warrants shall then be transferred to the participants without consideration in connection with the employee stock options exercised. If all of the warrants issued in connection to the program to be exercised for subscription of shares, the dilution from the program amount to about 10 percent calculated as the number of additional shares in proportion to the number of shares that will be outstanding in the company after the implementation of the directed share issues decided by the board in april 2017 and the shares arising upon exercise of the warrants.
Decision on authorization for the board to decide on share issues
At the annual general meeting resolved in accordance with the board’s proposal to authorize the board of directors to, on one or several occasions during the period until the next agm, with or without deviation from shareholders ‘ preferential rights, resolve on new issue of shares, issuance of convertible bonds and/or warrants. Issue may be able to be made with or without prescript-cash consideration, set-off or other conditions. The number of shares to be issued (or alternatively be added through conversion of convertible bonds or exercise of warrants), the aggregate amount to no more than 3 161 143 pieces. The dilution can, in the event of full utilisation of the authorisation amount to a maximum of about 20 percent, based on the number of shares that will apply after the implementation of the targeted new issue of shares the board of directors decided in april 2017, and that also was approved at the meeting.
Stämmokommunike
