Bulletin from the Annual General Meeting in Nexam Chemical Holding AB (publ) on 13 May 2020
05/13/2020
Today, on 13 May 2020, the annual general meeting was held in Nexam Chemical Holding AB (publ). A summary of the adopted resolutions follows below. All resolutions were adopted with the required majority of votes.
Resolution on adoption of accounts and allocation of the company’s result
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. The annual general meeting also resolved in accordance with the proposal from the board of directors to allocate the company’s result, meaning that no dividends are paid and that available funds of SEK 412,474,952 are carried forward.
Discharge from liability for the members of the board and the CEO
The annual general meeting resolved to discharge the board members and the CEO from liability for the financial year 2019.
Election and remuneration of the board of directors and auditors
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Mats Persson, Cecilia Jinert Johansson, Jonna Opitz and Ronnie Törnqvist as ordinary board members until the end of the next annual general meeting. Mats Persson was re-elected as chairman of the board of directors.
Furthermore, the annual general meeting resolved in accordance with the proposal from the Nomination Committee that remuneration to the board of directors shall be paid with SEK 250,000 to the chairman of the board of directors and with SEK 150,000 to every other board member who is not employed by the company.
Finally, the the annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect MAZARS SET Revisionsbyrå AB as auditor and that remuneration to the auditor shall be paid according to customary norms and approved invoice. MAZARS SET Revisionsbyrå AB has informed that the authorized public accountant Bengt Ekenberg will continue to be the auditor in charge.
Instruction and charter for the Nomination Committee
The annual general meeting resolved in accordance with the proposal from the Nomination Committee that a Nomination Committee shall be appointed before coming election and remuneration. The Nomination Committee shall consist of three members representing the three largest shareholders as of the last calendar day in August 2020. Furthermore, an instruction and charter for the Nomination Committee was adopted.
Resolution on guidelines for remuneration to senior executives
The annual general meeting resolved in accordance with the proposal from the board of directors on guidelines for remuneration to senior executives.
Resolution on amendment of the Articles of Association
The annual general meeting resolved in accordance with the proposal from the board of directors to amend § 1 in the Swedish version of the Articles of Association so that “firma” is replaced with “företagsnamn”, and § 8 so that the provision, due to an anticipated upcoming legislative change, does not stipulate on which date the record date shall occur.
Resolution on authorization for the board of directors regarding issues
The annual general meeting resolved in accordance with the proposal from the board of directors to authorize the board of directors, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, convertibles and/or warrants. Issues may be made with or without provisions regarding payment in kind or through set-off or other provisions. The total number of shares that that may be issued pursuant to the authorization (alternatively be issued through conversion of warrants and/or exercise of convertibles) shall not exceed 18,950,842 shares, which corresponds to an aggregate dilution of approximately 20 percent calculated on the number of outstanding shares in the company. The purpose of the authorization is to enable the company to raise working capital, to execute acquisitions of companies or operating assets as well as to enable issues to industrial partners within the framework of partnerships and alliances. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms (subject to customary new issue discount, as applicable).
Lomma on 13 May 2020
Nexam Chemical Holding AB (publ)
For more information, please contact:
Johan Arvidsson, CEO, +46-708 97 44 39, johan.arvidsson@nexamchemical.com
This information was submitted for publication, through the agency of the contact person set out above, at 16.30 CEST on 13 May 2020.