Bulletin from the Annual General Meeting in Nexam Chemical Holding AB (publ) on May 9 2023
Today, on May 9 2023, 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 to allocate the company’s result, meaning that no dividends are paid and that unappropriated earnings are carried forward to a new account.
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 2022.
Election and remuneration of the Board and auditors
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Cecilia Jinert Johansson, Jonna Opitz and Martin Roos as Board members and to elect Magnus Wikström and Lennart Holm as new Board members until the end of the next annual general meeting. Cecilia Jinert Johansson was elected as new Chairman of the Board. Mats Persson and Oskar Tuwesson had declined re-election.
Furthermore, the annual general meeting resolved in accordance with the proposal from the Nomination Committee that remuneration to the Board shall be paid with SEK 280,000 to the Chairman of the Board and with SEK 165,000 to every other Board member who is not employed by the company.
Finally, the annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Deloitte AB as auditor and that remuneration to the auditor shall be paid according to approved invoice. Deloitte AB has informed that the authorized public accountant Jeanette Roosberg will continue to be the auditor in charge.
Instruction 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 2023. Furthermore, an instruction and charter for the Nomination Committee was adopted.
Resolution on approval of remuneration report
The annual general meeting resolved to approve the Board’s remuneration report for the financial year 2022.
Resolution on authorization regarding issues
The annual general meeting resolved in accordance with the proposal from the Board to authorize the Board, 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 may be issued pursuant to the authorization (alternatively be issued through conversion of warrants and/or exercise of convertibles) shall not exceed 20,228,950 shares, which corresponds to an aggregate dilution of approximately 20 per cent calculated on the number of outstanding shares in the company. The purpose of the authorization, and the reason for any eventual deviation from the shareholders’ preferential rights, is to give the board of directors’ flexibility in its work to ensure that the company can appropriately be provided with capital for the financing of the business and to enable continued expansion both organically and through acquisitions, or to be able to expand the ownership with one or more owners of strategic importance. 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 May 9 2023
Nexam Chemical Holding AB (publ)
For more information, please contact:
Johan Arvidsson, CEO, +46-708 97 44 39, firstname.lastname@example.org
This information was submitted for publication, through the agency of the contact person set out above, at 17:38 CEST on May 9 2023.