Company Release
Resolutions of the Annual General Meeting of
The meeting approved the annual accounts for the financial year 2021 and discharged the members of the Board of Directors and the CEO from liability.
Resolution on the use of the loss shown on the balance sheet
The Annual General Meeting resolved to transfer the loss for the financial year to the profit and loss account of previous years and resolved not to distribute dividend in accordance with the Board of Directors' proposal.
Members of the Board of Directors and remuneration
The Annual General Meeting confirmed, in accordance with the proposal of the Board of Directors, that the Board of Directors will consist of six (6) members and that
The Annual General Meeting resolved that the Chairman of the Board will be paid a fee of
Auditor
The Annual General Meeting re-elected authorized
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to resolve on the issuance a maximum of 1,850,208 shares (including shares to be issued under special rights) in one or more tranches corresponding to approximately 9.5 % of all the shares in the company. The Board of Directors decides on all terms and conditions of the share issue and the issuance of option rights and other special rights entitling to shares within the limits of the authorisation. The issuance of shares and special rights entitling to shares, including options, may be carried out in deviation from the shareholders' pre-emptive right (directed issue). The authorisation revokes previously granted unexercised authorisations regarding share issue and issuance of option rights and other special rights entitling to shares and it is valid for a maximum of 18 months from the resolution of the Annual General Meeting.
Authorizing the Board of Directors to decide on the repurchase of Company's own shares
The Annual General Meeting resolved to authorize the Board of Directors in accordance with the proposal of the Board to resolve on the repurchase of a maximum of 973,793 shares, which corresponds to approximately 5 % of the current number of all the company's shares. The company's own shares can only be repurchased with unrestricted equity and the shares can be repurchased on the repurchase date at a price formed in multilateral trading or otherwise at a price formed in the market. Shares may also be acquired outside public trading at a price that does not exceed the market price in public trading at the time of acquisition.
The Board of Directors decides how the shares are acquired. Own shares may be repurchased other than in proportion to the shares held by the shareholders (directed repurchase) if there is a compelling financial reason for doing so. The authorization is valid for 18 months from the resolution of the Annual General Meeting.
Permanent shareholders' nomination committee
The Annual General Meeting resolved to establish a permanent Shareholders' Nomination Committee and approved the rules of procedure for the Shareholders' Nomination Committee. The Nomination Committee consist of five (5) members, of whom the company's four (4) largest shareholders are each entitled to nominate one member. The Nomination Committee also includes the Chairman of the Board as a member. The members of the Nomination Committee are appointed annually and the term of office of the members ends when new members have been appointed to the Nomination Committee.
The Nomination Committee's task is to annually prepare and present to the Annual General Meeting and, if necessary, the Extraordinary Annual General Meeting, proposals on Board composition (number of members and persons) and remuneration. In addition, the Nomination Committee is responsible for finding candidates to succeed members of the Board and preparing the Board's principles for diversity.
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