At today’s Annual General Meeting in CTEK AB (publ) the shareholders resolved upon the following:
Approval of income statement and balance sheet for the financial year 2022 and discharge from liability
The Annual General Meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2022, and the members of the board and the CEO were discharged from liability for the financial year 2022.
Allocation of profit or loss
The Annual General Meeting resolved, in accordance with the board of directors’ proposal, that the company’s results shall be carried forward and that no dividends shall be paid to the shareholders.
Election of board members, auditors, fees to the board of directors and auditors
In accordance with the nomination committee’s proposal, Hans Stråberg, Ola Carlsson, Michael Forsmark, Björn Lenander, Johan Menckel, Jessica Sandström and Pernilla Valfridsson were re-elected as board members for the time until the end of the next Annual General Meeting. Hans Stråberg was re-elected as chairman of the board. The accounting firm KPMG AB was elected as new auditor, and it was noted that the authorised public accountant Henrik Lind will be auditor in charge.
The Annual General Meeting further resolved, in accordance with the nomination committee’s proposal, that the fees to the board of directors shall amount to not more than SEK 2,656,000, of which SEK 775,000 is to be allocated to the chairman of the board of directors and SEK 260,000 to each of the other board members, and, in addition, SEK 321,000 as compensation for work in the committees of the board of directors, of which 103,000 is to be allocated to the chairman of the audit committee and SEK 52,000 to each of the other members of the audit committee, SEK 52,000 to the chairman of the remuneration committee and SEK 31,000 to each of the other members of the remuneration committee. The Annual General Meeting further resolved that, in accordance with the nomination committee’s proposal, auditor fees shall be paid in accordance with approved invoice.
Approval of the board of directors’ remuneration report
The Annual General Meeting approved the board of directors’ remuneration report.
Principles for appointment of the nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, to adopt principles for appointment of the nomination committee. In short, the nomination committee shall consist of the chairman of the board of directors and representatives from the three largest shareholders in CTEK as of 31 August each year.
Long-term incentive program
The Annual General Meeting resolved to, in accordance with the board of directors’ proposal, introduce a long-term incentive program for the company’s employees, including a resolution on a long-term incentive program and a resolution to issue no more than 110,856 warrants of series 2023/2026 for subscription of new shares. Each warrant entitles the holder to subscribe for one (1) new share in the company. Upon full subscription of the warrants, the company’s share capital may increase by no more than SEK 110,856, corresponding to approximately 0.16 percent of the total amount of shares and the total number of votes in the company. The purpose of the proposal is to facilitate conditions for greater retention and increased motivation of strategically important senior executives in the company.
Authorisation to issue new shares
The Annual General Meeting resolved to, in accordance with the board of directors’ proposal, authorise the board of directors to, up until the next Annual General Meeting, on one or several occasions, resolve on increasing the company’s share capital by way of share issue to such an extent that it corresponds to a dilution which corresponds to maximum 10 percent, based on the number of shares that are outstanding at the time of the Annual General Meeting’s resolution on the authorisation, after full exercise of the authorisation. New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions.
FOR MORE INFORMATION, PLEASE CONTACT:
Ola Carlsson, acting CEO and Group President, ola.carlsson@ctek.com
Niklas Alm, Investor Relations, +46 708 24 40 88, niklas.alm@ctek.com
The information was submitted for publication, through the agency of the contact persons set out above, at 16:30 CEST on 11 May 2023.