Press release from Annual General Meeting on 14 May 2014, in Nexam Chemical Holding AB (publ)
05/14/2014
At the Annual General Meeting on 14 May 2014 in Nexam Chemical Holding AB (publ) (“Nexam Chemical”) it was resolved;
– to adopt the profit and loss statement and balance sheet, consolidated profit and loss statement and consolidated balance sheet,- not to distribute any dividend for the financial year 2013 and that unappropriated earnings of SEK 243,112,000 are carried forward to a new account,- that remuneration to the Board of Directors and its Committees will be paid with in total SEK 300,000,- the auditor’s fee was resolved to be paid in accordance with customary standards and approved invoice, – to re-elect the Board members Lennart Holm (Chairman), Michael Karlsson and Daniel Röme,- to elect Cecilia Jinert Johansson as new ordinary Board member,- to re-elect Öhrlings PricewaterhouseCoopers AB as accounting firm for the period until the end of the next AGM,- to adopt instructions and rules of procedure for the next Nomination Committee,- to adopt a Remuneration Policy for senior executives,- to resolve upon directed issuance of warrants and approval of transfer of warrants, and- to authorize the Board of Directors to resolve on issuing of new shares.
The members of the Board of Directors and the CEO were discharged from liability for the financial year.
According to the Nomination Committee’s proposal four ordinary Board members were elected: Lennart Holm, Cecilia Jinert Johansson, Michael Karlsson and Daniel Röme. Lennart Holm was re-elected as Chairman of the Board.
The remuneration for members of the Board of Directors shall be in total SEK 300,000 of which SEK 150,000 is remuneration to the Chairman and SEK 75,000 is remuneration to every other Board member who is not employed by the Company.
It was further resolved that a Nomination Committee shall be appointed before coming elections and remunerations. It shall be made up of three members who shall be appointed by the two largest shareholders as at the end of September as well as of the Chairman of the Board. Furthermore, an instruction and charter for the coming Nomination Committee was adopted.
In addition, the Annual General Meeting resolved on a remuneration policy for senior executive, entailing i.e. that the CEO and other senior executives will be offered a fixed salary that is marketable. The remuneration of the CEO and other senior executives shall be based on factors such as work tasks, expertise, experience, position and performance. The CEO and other senior executives are entitled to annual pension contributions equivalent to 12 percent of the pensionable salary. A mutual notice period of six months for Nexam Chemical, the CEO and other senior executives applies and severance pay, in addition to salary, during the notice period may be up to a maximum of nine months’ salary for the CEO and a maximum of 6 months for other senior executives.
The Annual General Meeting resolved in accordance with the Board of Director’s proposal to implement an incentive program with at the maximum 1,083,849 warrants to be offered to senior executives and key persons in the Nexam Chemical group against a market-based consideration. Each warrant confers right to subscribe for one new share in Nexam Chemical against cash payment at a subscription price corresponding to 150 per cent of the volume weighted average last closing price for Nexam Chemical’s share on NASDAQ OMX First North during the period 1 September 2014 – 12 September 2014. Senior executives, who are also members of the Board of Director’s, shall not be entitled to participate in the incentive program.
The Annual General Meeting authorized the Board of Director’s, on one or several occasions until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, to resolve on new issues of shares. 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 5,753,333 shares (provided that such number of shares may be issued without amendment of the Articles of Association). 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 cash payment with deviation from the shareholders’ preferential rights, the issue price shall be on market terms.
All resolutions by the Annual General Meeting were passed with required majority.
Lund on 14 May, 2014Nexam Chemical Holding AB