Report from Annual General Meeting in Nexam Chemical Holding (publ)
05/16/2016
Note: This text has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.
On Friday, May 13th, 2016, the Annual General Meeting were held in Nexam Chemical Holding AB (publ). At the AGM, 14,286,535 shares were represented, approximately 22.1 % of all shares. A summary of the resolutions follows. All resolutions were passed with the required majority.
Adoption and appropriation of profits
The AGM resolved to adopt the presented Income Statement and Balance Sheet, and the Consolidated Income Statement and Consolidated Balance Sheet. The Meeting also resolved to appropriate the Company’s profit or loss in accordance with the Board of Directors’ proposal in the Annual Accounts. Additionally, the Meeting resolved that no dividend is paid for the financial year 2015.
Discharge from liability
The AGM resolved to discharge the Board members and Chief Executive Officer from liability.
Remuneration
The AGM resolved that the remuneration of the Board of Directors shall be in total SEK 550,000 of which SEK 175,000 is remuneration to the Chairman and SEK 125,000 is remuneration to every other Board member.
The Meeting also resolved that, as in the previous year, auditors’ fees are payable in accordance with approved account, on the customary debiting terms.
The Board
Lennart Holm, Cecilia Jinert Johansson, Daniel Röme and Per-Ewe Wendel were re-elected as Board members. Lennart Holm was re-elected as Chairman of the Board.
Auditor
The AGM resolved to re-elect Mazars SET Revisionsbyrå AB as the Company’s auditor until the next AGM.
Instruction for the Nomination Committee
The AGM resolved that the work for the Nomination Committee for the AGM 2017 should be conducted in accordance with the proposal, see item 12 in the notice to the AGM published on 13 April 2016. The Nomination Committee should consist of three members, representing the three largest shareholders at the end of June 30 2016. The Chair of the Nomination Committee shall be the member appointed by the largest shareholder in terms of the number of votes, unless the members agree differently. Remuneration will not be paid to the members of the Nomination Committee.
Information on the members of the Nomination Committee and the shareholders they represent should be published in press releases no later than six months prior to the following AGM.
Remuneration policy
The AGM resolved on remuneration policy for senior executives in accordance with the proposal, see item 13 in the notice to the AGM published on 13 April 2016. The remuneration for the CEO and other senior executives may be fixed salary, variable remuneration, pension, other benefits and share-based incentive programs. The guidelines means i.e. that the CEO and other senior executives will be offered a fixed salary that is on market terms. The remuneration of the CEO and other senior executives is based on factors such as work tasks, expertise, experience, position and performance. The variable remuneration is conditional in relation to variable remuneration targets and shall for the CEO not exceed 100 per cent of fixed salary and 50 per cent of fixed salary for other senior executives. The variable remuneration for 2016 can amount to – if all targets are met in full – at the highest approximately SEK 5.0 million (including social charges). The guidelines shall be applied to new agreements, or changes in existing agreements reached with senior executives after the guidelines have been adopted, and until new or revised guidelines are determined.
Amendment in the articles of association
The meeting resolved that the articles of association should be amended in accordance with the proposal, see item 14 in in the notice to the AGM published on 13 April 2016. In § 8 Notice of shareholders meeting, the change is an adaptation to the Companies Act regarding the date of issue the notice of the AGM. The amendment to § 9 Business at the AGM, concerns a minor adjustment in p.8 and p.10. It was noted that the resolution was taken unanimously by the AGM.
Authorization for the Board of Directors to decide on the new issue of shares
The Meeting resolved to authorize the Board of Directors to decide on a new issue of shares, with or without waiving the preferential rights of shareholders on one or more occasions in the period until the next Annual General Meeting. Issues may be made with or without the provisions regarding contribution in kind, set-off or other conditions. The number of shares that may be issued may not exceed a total of 7,190,000 shares. The dilution may, upon full exercise of the authorization, amount to a maximum of approximately ten (10) per cent. The purpose of the authorization is to enable to raise working capital, to enable to execute and finance acquisitions and to enable new issues to industrial partners within the framework of partnerships and alliances. To the extent the authorization is used for new issues with deviation from the shareholders’ preferential rights, the issue price shall be on market terms. The resolution was made in accordance with the proposal, see item 15 in the notice to the AGM published 13 April 2016. It was noted that the resolution was taken unanimously by the AGM.
Note: This press release has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.
For further information please contact:
Lennart Holm, Chairman of the Board, +46-706 30 85 62, lennart.holm@nexamchemical.com
Anders Spetz, CEO, +46-703 47 97 00, anders.spetz@nexamchemical.com
___________________________________________________________________________
About Nexam Chemical
Nexam Chemical develops technology and products that make it possible to significantly improve the production process and properties of most types of plastics in a cost-effective manner and with retained production technology. The improved properties include strength, toughness, temperature and chemical resistance as well as service life. The improvements in properties that can be achieved by using Nexam Chemical’s technology make it possible to replace metals and other heavier or more expensive materials with plastics in a number of applications. In applications where plastic is already used, Nexam Chemicals products can improve the manufacturing process, reducing material use and enable more environmental friendly alternatives. Example of commercial applications: pipe manufacturing, foam production and high-performance plastics. More information about the business will be found on http://www.nexamchemical.com. The company´s Certified Adviser is Remium Nordic AB.