today held the annual general meeting, at which the following decisions were made. The meeting was conducted with the possibility to participate through postal voting.
Decision on adoption of accounts, allocation of profits and discharge from liability
The annual general meeting adopted the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2021, as well as the Board of Directors' proposal for allocation of profits, which means that the result for the year shall be carried forward and that no dividend shall be made for the financial year 2021. Furthermore, the annual general meeting granted the Board members and the CEO discharge from liability in respect of the company for the financial year 2021.
Election of Board of Directors and auditor
The annual general meeting resolved, in accordance with the Nomination Committee's proposal, that the number of Board members shall be six, without deputies, whereby
Resolution on approval of the Remuneration Report
In accordance with the Board's proposal, the annual general meeting resolved to approve the report regarding remuneration to the senior executives for 2021.
Resolution on introduction of a long-term performance-based incentive program (LTIP 2022)
In accordance with the Board's proposal, the annual general meeting resolved to introduce a long-term performance-based incentive program (LTIP 2022) including a) introduction of LTIP 2022, b) a direct issue of warrants to subsidiary, and c) approval of transfer of warrants to the senior executives, key employees and other employees.
Share rights shall be granted the participants free of charge, which are vested after three years and gives the right to acquire shares in the company, provided that certain performance conditions in relation to the development of the company's share price and emission reduction of CO2 equivalents are met.
The maximum number of shares that can be acquired based on the share rights are 436,000 shares. In order to ensure the delivery of shares under LTIP 2022 and to hedge related costs, primarily social security costs, a maximum of 572,992 warrants will be issued to the company's wholly owned subsidiary,
Share issue authorization
The Board's proposal on authorising the Board, with or without deviation from the shareholders' preferential right, on one or several occasions during the period until the next annual general meeting, resolve on issues of new shares, warrants and/or convertibles in the Company equivalent to a maximum of 20 percent of the number of shares in the Company at the time of the notice of the annual general meeting was not approved, as the resolution did not acquire the required majority of votes.
Resolution on amendment of the Articles of Association
The annual general meeting resolved, in accordance with the Board's proposal, to include a new section in the Articles of Association which allows for the Board of Directors to collect powers of attorney in accordance with the procedure stated in Chapter 7, Section 4, of the Swedish Companies Act and for the Board of Directors to resolve that the shareholders shall be able to exercise their right to vote by post before a general meeting in accordance with the procedure stated in Chapter 7, Section 4a, of the Swedish Companies Act.
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