ABLIVA AB Approval of income statements and balance sheets 2023, approval of the Remuneration Report, and discharge from liability
The income statements and balance sheets for 2023 were approved, the Board of Directors’ Remuneration Report for 2023 was approved, and the managing director and the Board members were discharged from liability for the financial year 2023.
Dividend
In accordance with the Board of Directors' proposal, it was resolved that no dividend would be paid for the financial year 2023.
Determination of the number of Board members and auditors and fees to Board members and Auditor
The AGM resolved that five Board members and one auditor should be appointed. Furthermore, the AGM resolved that fees to Board members and members of the Board of Directors’ various Committees not employed by the Company shall be payable, as follows:
SEK 435,000 to the Chair of the Board;SEK 270,000 each to other Board members;SEK 100,000 to the Chair of the Audit Committee;SEK 50,000 each to other members of the Audit Committee;SEK 40,000 to the Chair of the Remuneration Committee;SEK 20,000 each to other members of the Remuneration Committee.
The AGM also resolved that as in the previous year, auditors’ fees are payable in accordance with approved account pursuant to customary billing terms. No fees should be payable to Nomination Committee members.
Election of the Board of Directors and Auditor
The AGM resolved to re-elect Board members
The AGM resolved to re-elect
Nomination Committee
The AGM resolved that the
Remuneration guidelines for senior executives
The AGM approved the proposal of the Board of Directors on remuneration guidelines for senior executives. Under the guidelines, the company shall offer a total remuneration on market norms and enable skilled senior executives to be hired and retained. The remuneration to senior executives may consist of basic salary, yearly variable salary, long-term variable salary and share-related incentive programs resolved by the general meeting, pension and other benefits.
Implementation of the Employee Stock Option Program 2024/2030 to the CEO, b) directed issue of warrants to subsidiary, and c) approval of transfer of warrants
The AGM resolved to implement the Employee Stock Option Program 2024/2030, on a directed issue of not more than 25,000,000 warrants to a wholly-owned subsidiary, and to approve the transfer of warrants in the Company.
The stock options shall be offered to the CEO of the Company without consideration.
Each stock option confers the holder a right to acquire one new share in the Company against an exercise price corresponding to 100 percent of the volume weighted average price for the Company’s shares during the period from
The holder can exercise vested stock options during the period from
In order to enable the Company’s delivery of shares under the Employee Stock Option Program 2024/2030, the AGM resolved on a directed issue of not more than 25,000,000 warrants of series 2024/2030:1 to a wholly-owned subsidiary of the Company, and to approve that the subsidiary may transfer warrants to the participant of the Employee Stock Option Program 2024/2030 without consideration in connection with exercise of the stock options.
If all warrants issued within Employee Stock Option Program 2024/2030 are exercised for subscription of shares, the number of shares and votes in the Company will increase with 25,000,000 (with reservation for any recalculation in accordance with the Terms and Conditions for warrants 2024/2030:1 in
Implementation of the Employee Warrant Program 2024/2028 through a directed issue of warrants to subsidiary, and b) approval of transfer of warrants to management and other key employees of the Company or its subsidiaries
The AGM resolved to implement the Employee Warrant Program 2024/2028 through a directed issue of not more than 15,000,000 warrants of series 2024/2028:1 to a wholly-owned subsidiary, and approval of transfer of warrants in the Company.
Each warrant confers the holder a right to subscribe for one (1) new share in the Company against an exercise price corresponding to 250 percent of the volume weighted average price for the Company’s shares during the period from
The warrants may be exercised by application for subscription of new shares during the period from
The AGM resolved to approve the Board of Directors’ proposal that the Subsidiary may transfer warrants to management (excluding the CEO) and other key employees who have entered into an employment agreement with the Company or its subsidiaries, or in any other way dispose of the warrants in order to be able to secure the Company’s commitments in relation to the Employee Warrant Program 2024/2028.
Transfer of warrants shall be offered the participants to a subscription price corresponding to a calculated market value according to the Black & Scholes formula based on a subscription price when exercising the warrants of 250 percent of the volume-weighted average price for the Company’s share from
If all warrants issued within Employee Warrant Program 2024/2028 are exercised for subscription of shares, the number of shares and votes in the Company will increase with 15,000,000 (with reservation for any recalculation in accordance with the Terms and Conditions for warrants 2024/2028:1 in
Implementation of Warrant Program for certain Board Members 2024/2028
The AGM resolved to implement the Warrant program 2024/2028 for Board Members
The warrants shall be issued at market price, however, not less than the quota value of the Company’s share. The valuation of the warrants shall be made with application of the Black & Scholes formula, based on a subscription price when exercising the warrants of 250 percent of the volume weighted average price for the Company’s share from
Each warrant confers the holder a right to subscribe for one (1) new share in the Company against an exercise price corresponding to 250 percent of the volume weighted average price for the Company’s shares during the period from
The warrants may be exercised for subscription of new shares during the time period from
If all warrants issued within Warrant Program for certain Board Members 2024/2028 are exercised for subscription of shares, the number of shares and votes in the Company will increase with 4,000,000 (with reservation for any recalculation in accordance with the Terms and Conditions for warrants 2024/2028:2 in
Authorization for the Board of Directors to decide on new issue of shares, warrants and/or convertibles
The AGM resolved to authorize the Board of Directors to decide on new issue of shares, warrants and/or convertibles, within the limits of the current Articles of Association, with or without waiving the preferential rights of shareholders on one or more occasions in the period until the next Annual General Meeting.
The issues should be at market subscription price, subject to reservation for a market discount where applicable, and apart from cash, payment may be as assets contributed in kind or through offset or subject to other terms and conditions.
The purpose of this authorization and the rationale for eventual waiving of shareholders' preferential rights, should be to raise working capital for the Company and/or to add new owners of strategic importance to the Company and/or acquisitions of other companies or operations.
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