Bulletin from the Annual General Meeting in Nexam Chemical Holding AB (publ) on May 11 2021
Today, on May 11 2021, the annual general meeting was held in Nexam Chemical Holding AB (publ). In light of the ongoing Covid-19 pandemic and in order to reduce the risk of infection spreading, the annual general meeting was held only by advance voting (postal vote) in accordance with temporary legislation. A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority of votes.
Resolution on adoption of accounts and allocation of the company’s result
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. The annual general meeting also resolved in accordance with the proposal from the Board to allocate the company’s result, meaning that no dividends are paid and that unappropriated earnings are carried forward to a new account.
Discharge from liability for the members of the Board and the CEO
The annual general meeting resolved to discharge the Board members and the CEO from liability for the financial year 2020.
Election and remuneration of the Board and auditors
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Mats Persson, Cecilia Jinert Johansson and Jonna Opitz as ordinary Board members, and to elect Martin Roos and Oskar Tuwesson as new Board members until the end of the next annual general meeting. Mats Persson was re-elected as Chairman of the Board. Ronnie Törnqvist had declined re-election.
Furthermore, the annual general meeting resolved in accordance with the proposal from the Nomination Committee that remuneration to the Board shall be paid with SEK 260,000 to the Chairman of the Board and with SEK 155,000 to every other Board member who is not employed by the company.
Finally, the annual general meeting resolved in accordance with the proposal from the Nomination Committee to elect Deloitte AB as new auditor and that remuneration to the auditor shall be paid according to customary norms and approved invoice. Deloitte AB has informed that the authorized public accountant Jeanette Roosberg will be the auditor in charge.
Instruction for the Nomination Committee
The annual general meeting resolved in accordance with the proposal from the Nomination Committee that a Nomination Committee shall be appointed before coming election and remuneration. The Nomination Committee shall consist of three members representing the three largest shareholders as of the last calendar day in August 2021. Furthermore, an instruction and charter for the Nomination Committee was adopted.
Resolution on approval of remuneration report
The annual general meeting resolved to approve the Board’s remuneration report for the financial year 2020.
Resolution on authorization regarding issues
The annual general meeting resolved in accordance with the proposal from the Board to authorize the Board, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, convertibles and/or warrants. Issues may be made with or without provisions regarding payment in kind or through set-off or other provisions. The total number of shares that may be issued pursuant to the authorization (alternatively be issued through conversion of warrants and/or exercise of convertibles) shall not exceed 19,725,842 shares, which corresponds to an aggregate dilution of approximately 20 per cent calculated on the number of outstanding shares in the company. The purpose of the authorization is to enable the company to raise working capital, to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms (subject to customary new issue discount, as applicable).
Resolution on implementation of a warrant program by way of (A) directed issue of warrants; and (B) approval of transfer of warrants
The annual general meeting resolved in accordance with the proposal from the Board to implement a warrant program for senior executives, key employees and other selected employees within the Nexam Chemical Group based on issue and transfer of warrants.
The warrant program shall comprise a maximum of 940,000 warrants. Each warrant entitles the right to subscribe for one new share in the company at a subscription price per share corresponding to 160 per cent of the volume weighted average price according to Nasdaq First North Growth Market Premier’s official price list for shares in the company during the period as from and including May 12 2021 up to and including May 26 2021. The warrants shall be issued at the market value of the warrants at the time of subscription, which shall be determined by an independent valuation institute, using the Black & Scholes formula. Subscription of shares shall take place during the period from August 16 2024 up to and including August 30 2024. If all warrants issued in connection with the warrant program are exercised for subscription of shares, a total of 940,000 new shares will be issued, which corresponds to a dilution of approximately 1.2 percent of the company’s share capital and votes after full dilution calculated on the number of shares that will be added upon full exercise of all warrants issued in connection with the warrant program.
Lomma on May 11 2021
Nexam Chemical Holding AB (publ)
For more information, please contact:
Johan Arvidsson, CEO, +46-708 97 44 39, firstname.lastname@example.org
This information was submitted for publication, through the agency of the contact person set out above, at 11:00 CEST on May 11 2021.