Malmö 2017-05-18
At the annual general meeting of the Deflamo AB (publ) (the”Company”) on may 18, 2017, the following was decided:
Income statement and balance sheet, appropriation of profits, discharge from liability
The meeting resolved to adopt the presented income statement and the balance sheet, no dividend, shall be for fiscal year 2016, and that the discharge given to the managing director and the board members.
The board of directors, auditors and fees
The meeting decided that the board shall consist of five ordinary members without deputies. Eric Appelman, Jan Blomquist, Åsa Hansdotter and Fredrik Westin was re-elected and Torbjörn Lindgren were elected as new members of the board of directors. Torbjörn Lindgren was elected chairman of the board. Johan Lavén and Pär Stenstierna had declined re-election.
To the chairman of the board, a fee of SEK 250,000 per year to be deleted. To the other board members who are not employees of the Company, a fee of SEK 125 000 each per year to be deleted.
The meeting re-elected Mazars accountancy Firm AB in Malmö, as auditor for a term of one year, consequently up to the end of the agm 2018, with firm, enlightened, authorized the auditor Tomas Ahlgren will continue as the auditor in charge and authorised public accountant Sonny Malmquist as medrevisor. Remuneration to the auditor shall be paid according to agreement and against approved invoice.
The nomination committee
It was found, as well as at the annual general meeting in 2016, to the principles originally adopted at 2014 annual general meeting for the appointment of the nomination committee shall apply until further notice. According to these principles is important.a. that the nomination committee shall consist of the board chairman and three members representing the three largest shareholders strongest shareholders as per 1 October. Fees shall not be paid to the members of the nomination committee.
Incentive programs
The general meeting decided, in accordance with the board’s proposal concerning the implementation of an incentive programme for senior executives, key employees and other employees through the issuance of a maximum of 980 000 warrants which entitle to subscribe for the corresponding number of new shares in the Company (the”Incentive 2017/2020″).
The warrants will be issued free of charge to the wholly owned subsidiary Deflamo Management AB, whereby the subscription for the subscription warrants shall take place no later than June 15, 2017 with the right for the board to extend this time period. Deflamo Management AB shall transfer the warrants to the participants as of the annual general meeting established principles for Incentive 2017/2020. The transfer of the warrants to the participants shall be made at fair market value to be determined according to the Black & Scholes.
Subscription of shares based on the warrants, to happen, fr.o.m. July 1, 2020.o.m. 30 september 2020, at a subscription price of 1,22 $ (rounded to two decimal places) equal to 150% of the underlying share quoted volume-weighted average share price on Nasdaq First North during a period of 15 trading days ahead of today’s annual general meeting.
The reasons for the deviation from shareholders ‘ preferential rights, the ambition is to through the incentive program to create greater involvement of employees, key employees and senior executives of the group in respect of the group’s development and thereby enhance the ability of these individuals feel a special responsibility and seems to generate value creation and profitable growth. It is also important to be able to offer this opportunity to competitively stimulate the affected individuals ‘ continued involvement in the group.
Upon full exercise of the warrants proposed to be issued pursuant to the present share option scheme the Company’s share capital may increase by 490 000 SEK distributed over 980 000 series B shares, entailing a maximum dilution of 5 percent of the total number of outstanding shares and a dilution of 3.4 per cent of the total number of votes.
Rights issue
The meeting decided to approve the board decision from april 18, 2017, to issue new shares with preferential rights for existing shareholders. Every share Thus held on the record date for the share issue, on 23 may 2017, entitle to three (3) subscription rights. Two (2) subscription rights giving the right to subscribe for one (1) new B share in the Company. The subscription price is SEK 0.80 per share, which at full subscription represents total rights offering proceeds of approximately 23,6 MILLION before transaction costs. The subscription period runs during the period may 26, 2017 to June 9, 2017, with a right for the board of directors to extend the subscription period. The new issue means that the Company’s share capital increases by a maximum of 14 742 297,50 $ by means of an issue of a maximum of 29 484 595 new shares of series B.
For the enabling of the rights issue, the meeting decided also to amend the articles of association in such a way that aktiekapitalgränserna were increased from the current minimum of 5 000 000 SEK and a maximum of 20 000 000 SEK to not less than 20 000 000 SEK and a maximum of 80 000 000 SEK and the minimum and maximum number of shares from a minimum of 10 000 000 shares and a maximum of 40 000 000 shares to not less than 40 000 000 shares and not more than 160 000 000 shares.
Further information on the rights issue will be included in the information memorandum that is expected to be published on 24 may 2017.
Emissionsbemyndigande
The general meeting decided to authorise the board of directors, within the framework of the articles of association, until the time of the next annual general meeting, on one or several occasions, resolve on a new issue of shares and/or warrants and/or convertibles. Issue may be able to be done in order to finance operations until the Company demonstrates profitability, and implement or finance the acquisition of the whole or parts of other companies or businesses, through the issue with or without deviation from shareholders ‘ preferential rights, or through contribution in kind or set – off issue, or otherwise with conditions. The issue shall be done on market terms and conditions with a deduction for the discount that may be required to achieve the required interest for the subscription.
Speech from the management of the company
Executive director Johnny Bodin presented the company’s work and important events during the year. The presentation can be found on the Company’s website www.deflamo.com.
For further information, please contact:
Johnny Bodin (ceo)
Telephone: 0700-92 0739
Email: johnny.bodin@deflamo.com
About Deflamo
Deflamo is a specialty chemical company that develops, produces and markets environmentally superior flame retardant under the product name Apyrum. Apyrum is a patented, environmentally-safe and biodegradable alternatives to hazardous flame retardants that are harmful to the environment and health.
Our goal is to replace the environmentally harmful conventional flame retardants in plastics, polymeric materials, paper, wood and textiles. A central part of the Deflamos offer is to assist customers with formulation, testing and implementation of the flame-retardant products with Apyrum. This helps our customers to develop new products with environmentally friendly profile both cheaper and faster.
Deflamo AB is a Swedish public limited company which is listed on the Nasdaq First North. Avanza is the company’s Certified Advisor.
This information was published on 18 may 2017 there is a 17.55 CET.
2017-05-18_Stämmokommuniké_Deflamo AB
