Report from the Annual General Meeting in Nexam Chemical Holding (publ)
05/17/2018
Today, Thursday May 17, 2018, an Annual General Meeting (the “AGM”) was held in Nexam Chemical Holding AB (publ). At the AGM, 7,943,439 shares were represented, which corresponds to approximately 12 % of the total number of shares. A summary of the resolutions adopted follows below. All resolutions were adopted with the required majority of votes.
Adoption of accounts and distribution of the company’s results
The AGM resolved to adopt the presented profit and loss statement and balance sheet, as well as the consolidated profit and loss statement and consolidated balance sheet. The AGM also resolved to distribute the Company’s results in accordance with the Board of Directors’ proposal in the Annual Report meaning that no dividends are paid and that unappropriated earnings are carried forward to a new account.
Discharge from liability
The AGM resolved to discharge the Board members and the Chief Executive Officer from liability for the financial year 2017.
Remuneration
The AGM resolved that remuneration for the Board shall be paid with a total of SEK 690,000, of which SEK 190,000 shall be paid to the Chairman and SEK 125,000 to every other Board member.
The AGM also resolved that remuneration for the auditor shall be paid according to approved invoice and customary norms.
The Board of Directors
Lennart Holm, Cecilia Jinert Johansson, Daniel Röme and Per-Ewe Wendel were re-elected as Board members. Jonna Opitz was elected as new Board member. Furthermore, Lennart Holm was re-elected as Chairman of the Board.
Auditor
The AGM resolved to re-elect MAZARS SET Revisionsbyrå AB as the auditor until the end of the next AGM. MAZARS SET Revisionsbyrå AB has informed that Bengt Ekenberg will continue to be appointed as the lead auditor.
Instruction for the Nomination Committee
The AGM resolved that the work of the Nomination Committee before the AGM 2019 shall be conducted in accordance with the proposal, see item 12 in the notice to the AGM which was published on April 17, 2018. The Nomination Committee shall consist of three members representing the three largest shareholders as per June 30, 2018. The Chairman of the Nomination Committee shall be the member appointed by the largest shareholder in terms of the number of votes, unless the members of the Nomination Committee agree differently. Remuneration will not be paid to the members of the Nomination Committee.
Information on the members of the Nomination Committee and the shareholders they represent shall be published through a press release no later than six months prior to the next AGM.
Remuneration Policy
The AGM resolved on a Remuneration Policy for senior executives in accordance with the proposal, see item 13 in the notice to the AGM which was published on April 17, 2018. The remuneration for the CEO and other senior executives may consist of fixed salary, variable remuneration, pension, other benefits and share-based incentive programs. The guidelines means i.e. that the CEO and other senior executives will be offered a fixed salary on market terms. The remuneration for the CEO and other senior executives shall be based on factors such as work tasks, expertise, experience, position and performance. The variable remuneration shall be conditional in relation to variable remuneration targets and shall for the CEO not exceed 100 per cent of fixed salary and shall not exceed 50 per cent of fixed salary for other senior executives. The variable remuneration for 2018 can amount to – if all targets are met in full – at the highest approximately SEK 6.1 million (including social charges). The guidelines shall be applied on new agreements, or changes in existing agreements reached with senior executives after the guidelines have been adopted, and until new or revised guidelines have been determined.
Authorization for the Board of Directors to resolve on new issues of shares
The AGM resolved to authorize the Board of Directors, on one or several occasions until the next AGM, with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares. Issues may be made with or without provisions regarding contribution in kind, set-off or other conditions. The number of shares that may be issued may not exceed a total of 7,502,113 shares. The dilution may, upon full exercise of the authorization, amount to a maximum of approximately 10 per cent. The purpose of the authorization is to enable to raise working capital, to enable to execute and finance acquisitions and to enable new issues to industrial partners within the framework of partnerships and alliances. To the extent the authorization is used for new issues with deviation from the shareholders’ preferential rights, the issue price shall be on market terms. The resolution was adopted in accordance with the proposal, see item 14 in the notice to the AGM which was published on April 17, 2018.
Note: This press release has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.
For further information please contact:
Lennart Holm, Chairman of the Board, +46-706 30 85 62, lennart.holm@nexamchemical.com
Anders Spetz, CEO, +46-703 47 97 00, anders.spetz@nexamchemical.com
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About Nexam Chemical
Nexam Chemical develops technology and products that make it possible to significantly improve the production process and properties of most types of plastics in a cost-effective manner and with retained production technology. The improved properties include strength, toughness, temperature and chemical resistance as well as service life. The improvements in properties that can be achieved by using Nexam Chemical’s technology make it possible to replace metals and other heavier or more expensive materials with plastics in a number of applications. In applications where plastic is already used, Nexam Chemicals products can improve the manufacturing process, reducing material use and enable more environmental friendly alternatives. Example of commercial applications: pipe manufacturing, foam production and high-performance plastics. More information about the business will be found on http://www.nexamchemical.com. The company´s Certified Adviser is FNCA Sweden AB.