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The English text is an unofficial translation. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.
Resolution on adoption of accounts and distribution of the company's profit
The annual shareholders' meeting resolved to adopt the profit and loss statement and balance sheet as well as the consolidated profit and loss statement and consolidated balance sheet. The annual shareholders' meeting also resolved to distribute the company's profit in accordance with the proposal from the board meaning that no dividends are paid for the financial year 2022 and that available funds are carried forward.
Discharge from liability for the members of the board and the CEO
The annual shareholders' meeting resolved to discharge the members of the board and the CEO from liability for the financial year 2022.
Election of board members and auditor as well as remuneration for the board members and auditor
The annual shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect
Furthermore, the annual shareholders' meeting resolved, in accordance with the proposal from the Nomination Committee, to re-elect
Resolution on authorization regarding issues
The annual shareholders' meeting resolved, in accordance with the proposal from the board of directors, to authorize the board of directors, up until the next annual shareholders' meeting, at one or several occasions, with or without deviation from the shareholders' preferential rights and with or without provisions regarding contribution in kind, set-off or other conditions, to issue shares, convertibles and/or warrants. The reason for why a deviation from the shareholders' preferential rights should be possible is to enable the company to source working capital, to be able to execute acquisitions of companies or operating assets as well as to enable new issues to industrial partners within the framework of partnerships and alliances. The total number of shares that may be issued (alternatively be issued through conversion of convertibles and/or exercise of warrants) pursuant to the authorization shall not exceed 4,058,554 shares, which corresponds to a dilution of approximately 10 per cent calculated on the current number of shares. In case the authorization is used for a new issue with deviation from the shareholders' preferential rights, the issue shall be made on market terms.
Resolution on implementation of a warrant program by way of (A) directed issue of warrants; and (B) approval of transfer of warrants
The annual shareholders' meeting resolved, in accordance with the proposal from the board of directors, to implement a warrant program for employees and consultants in the company based on issue and transfer of warrants.
The warrant program shall comprise a maximum of 300,000 warrants. Each warrant shall entitle to subscription of one new share in the company. The subscription price per share shall correspond to 200 per cent of the volume weighted average price according to Nasdaq First North Growth Market's official price list for shares in the company during the period as from and including
The warrants shall be issued to a wholly owned subsidiary to the company against cash consideration which shall correspond to the warrant's fair market value calculated in accordance with the Black Scholes formula. The calculation of the fair market value of the warrants shall be established by Öhrlings
The reasons for the implementation of the warrant program and the deviation from the shareholders' preferential rights are to be able to create possibilities for the company to retain competent staff through the offering of a long term ownership engagement for the employees and consultants in the company. Such ownership engagement is expected to stimulate the employees and consultants in the company to an increased interest for the business and the earnings trend as well as to increase the feeling of connectedness with the company. Since the warrants in the warrant program will be transferred to the participants at the fair market value, the company's assessment is that the company will not incur any social costs in relation to the warrant program. The costs related to the warrant program will hence only be composed of limited costs for implementation and administration of the program. In case all warrants issued within the warrant program are utilized for subscription of new shares, a total of 300,000 new shares will be issued, which corresponds to a dilution of approximately 0.81 per cent of the company's share capital and votes after full dilution, calculated on the number of shares that will be added upon full utilization of all warrants issued under the warrant program.
Malmö on
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Ulrika Björk, CEO, Mobile: +46 (0)70-921 12 75, e-mail: ulrika.bjork@polygiene.com
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ABOUT US:
Polygiene Group™ is the global leader in antimicrobial technologies and odor control solutions. We treat hard surfaces and textiles to ensure that your products are better protected and remain more hygienic, and you remain confidently fresh and odor-free. As the ingredient brand of choice, we work with over 500 global premium brands within our business areas of Product Protection and Freshness. We provide a wide range of technologies that increase the value of our customers products and enable consumers to live a more mindful life. We offer solutions and treatments for products with technologies such as: OdorCrunch, StayFresh, ScentMaster, ViralOff, BioMaster and VeriMaster.
Svensk Kapitalmarknadsgranskning AB is the Company's Certified Adviser.
https://news.cision.com/polygiene-group/r/bulletin-from-the-annual-shareholders--meeting-on-may-11--2023-in-polygiene-group-ab,c3768357
https://mb.cision.com/Main/13573/3768357/2055102.pdf
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