The annual general meeting 2020 ("AGM") of
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in
Allocation of profit
The AGM resolved that no dividend would be paid to the shareholders and that the previously accrued profits, including the share premium account and year result, in total
Liability
The board of directors and the CEO were discharged from liability for the financial year 2019.
Election of the board of directors, auditor and remuneration
The AGM resolved, in accordance with the nomination committee's proposal, that the board of directors shall comprise seven directors and no deputy directors. The AGM also resolved that the Company shall have one registered audit firm.
It was further resolved, in accordance with the nomination committee's proposal, that the remuneration to directors, shall be
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In accordance with the nomination committee's proposal,
Ernst & Young Aktiebolag was elected as the Company auditor. Ernst & Young Aktiebolag has announced that Beata Lihammar will be main responsible auditor.
Principles for appointment of a nomination committee
The AGM resolved to adopted principles for appointment of a nomination committee in, in accordance with the nomination committee's proposal (unchanged from previous year).
Authorisation for the board to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting to, with or without preferential rights for the shareholders, on one or more occasions, resolve to issue shares, convertibles and/or warrants, to be paid in cash, in kind and/or by way of set-off. The authorization may be used for issuances of not more than 10 percent of the share capital of the Company after dilution based on the number of shares at the time of the annual general meeting.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to carry out acquisitions or financing. Issuances of new shares under the authorization shall be made on customary terms and conditions based on current market conditions.
Employee stock option program and directed issue of warrants as well as approval of transfer of warrants
The AGM resolved, in accordance with the board of directors' proposal, regarding the employee stock option program 2020/2023, which consist of a maximum of 625,000 stock options. The stock options are allotted at no consideration. Each stock option confers the holder a right to acquire one new share of series B in the Company against an exercise price corresponding to 120 per cent of the average volume weighted price for the Company's share of series B as quoted on Nasdaq First North Growth Market during the period as from
In order to hedge the Company's obligations under the employee stock option program 2020/2023 and hedge the ancillary costs, the board of directors also proposes that the general meeting resolves on a directed issue of a maximum of 781,250 warrants to the subsidiary
In case all warrants issued within the employee stock option program 2020/2023 (including those for hedge of ancillary costs in the form of social security contributions) are utilized for subscription of new shares, the number of shares and votes in the Company will increase with 781,250 B shares and the share capital may increases with
Warrant based incentive program for executive management and key individuals
The AGM resolved, in accordance with the board of directors' proposal, to issue a maximum of 520,000 warrants, with deviation from the shareholders preferential rights, which may result in a maximum increase in the Company's share capital of
The warrants shall be subscribed for by the subsidiary
The subscription price per share shall be determined to 165 percent of the volume weighted average price for the Company's share of series B on Nasdaq First North Growth Market during the period from
The warrants may be exercised for subscription of shares during the period from
The maximum dilution effect of the incentive program amounts to a maximum of approximately 0.83 percent of the total number of shares and votes in the Company, assuming full subscription, acquisition and exercise of all offered warrants.
Warrant based incentive program for certain board members
The AGM resolved, in accordance with the shareholder
The warrants shall be subscribed for by the subsidiary
The subscription price per share shall be determined to 150 percent of the volume weighted average price for the Company's share of series B on Nasdaq First North Growth Market during the period from
The warrants may be exercised for subscription of shares during the period from
The maximum dilution effect of the incentive program amounts to a maximum of approximately 0.11 percent of the total number of shares and votes in the Company, assuming full subscription, acquisition and exercise of all offered warrants.
Total dilution from all programs above plus the employee stock option program 2019/2022, subject to full outcome and all employee stock options and warrants are exercised amounts to approximately 3.2 percent of the number of shares and votes in the Company.The dilution effect has been calculated as the number of additional shares and votes in relation to the number of existing shares and votes plus the number of additional shares and votes.For additional details and the complete resolutions at the AGM refer to the notice and the complete proposals available at the Company's website, www.investors.storytel.com.
For more information, please contact:
Jörgen Gullbrandson, Interim CFO,
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