The annual general meeting (“AGM“) of Ovzon AB (publ) (“Ovzon” or the “Company“) was held today on 13 April 2021 and the following resolutions were passed by the meeting.
Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in Ovzon and the consolidated income statement and the consolidated balance sheet.
Allocation of profit
The AGM resolved that no dividend would be paid to the shareholders and that the previously accrued results, including the share premium account and year result, in total
SEK 1 527 901 278, would be carried forward.
Discharge from liability
The board of directors and the CEO were discharged from liability for the financial year 2020.
Election of the board of directors, auditor and remuneration
The AGM resolved, in accordance with the nomination committee’s proposal, that the board of directors shall comprise six directors and no deputy directors. It was also resolved that the number of auditors shall be one registered audit firm.
It was further resolved, in accordance with the nomination committee’s proposal, that the remuneration to the directors is to be SEK 1,510,000 in total, including remuneration for committee work (SEK 1,225,000 previous year) and shall be paid to the board of directors and the members of the established committees as follows:
- SEK 185,000 (SEK 175,000) to each director and the chairman of the board of directors is to receive SEK 375,000 (SEK 350,000).
- SEK 80,000 (SEK 80,000) to the chairman and SEK 35,000 (SEK 35,000) to the other members of the audit committee and SEK 25,000 (SEK 25,000) to the chairman and SEK 20,000 (SEK 25,000) to the rest of the Remuneration Committee.
It was further resolved that remuneration to the auditor shall be paid in accordance with approved invoices.
Anders Björkman, Nicklas Paulson, Magnus René, Patrik Tigerschiöld Cecilia Driving and Dan Jangblad were re-elected as directors of the board, in accordance with the nomination committee’s proposal. It was also resolved to elect Magnus René new chairman of the board, with effect from when the new CEO Per Norén takes office.
Grant Thornton Sweden AB was re-elected as the Company auditor. Grant Thornton Sweden AB has announced that Carl-Johan Regell will continue to act as main responsible auditor.
Principles for appointment of the nomination committee
It was resolved to adopt principles for appointment of a nomination committee in accordance with the nomination committee’s proposal. The principles are mainly the same as last year
Guidelines for the determination of remuneration to senior executives
It was resolved to adopt guidelines for the determination of remuneration to senior executives in accordance with the board of directors’ proposal. The guidelines are mainly the same as last year
Authorization for the board to issue shares, convertibles and/or warrants
The AGM resolved, in accordance with the board of directors’ proposal, to authorize the board of directors, during the period up until the next annual general meeting, on one or more occasions, to resolve to issue shares and/or warrants, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) per cent of the total number of shares in the Company as of the time when the authorization is used for the first time, to be paid in cash, in kind and/or by way of set-off.
The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company and possibility to advance the development of the Company’s satellite projects or in connection with acquisitions. Issuances of new shares under the authorization shall be made on customary terms and conditions based on current market conditions.
Incentive program for employees
The AGM resolved, in accordance with the board of directors’ proposal, to issue 1,100,000 warrants and to approve subsequent transfers of the warrants. If all issued warrants are exercised the share capital of the Company will increase with SEK 110,000.
The warrants are subscribed for by the Company’s subsidiary Ovzon Sweden AB for transfer to employees. The purpose of the issue and transfer of warrants is to implement an incentive program for all employees.
Each warrant entitles the holder to subscribe for one new share in the Company against cash payment at a subscription price corresponding to 200 percent of the volume weighted average price for the Company’s share on Nasdaq First North Premier Growth Market during the period from 17 April 2021 up to and including 28 April 2021. The warrants may be exercised for subscription of shares during the period from 15 May 2024 up to and including 15 June 2024.
The right to acquire warrants shall be granted to all persons that on 1 May 2021 are employed in the Group in accordance with the allocation as set out in the notice for the AGM and the complete proposal held available at the Company’s website.
In case all warrants that can be issued and transferred within the framework of the incentive program are transferred to employees and all warrants are exercised for subscription of shares, the number of shares and votes in the Company will increase by 1,100,000 (with reservation for eventual recalculations according to the Warrant Terms), which corresponds to a dilution of approximately 2.32 percent.
For further details regarding the resolutions set out above refer to the notice, the complete proposals and the nomination committee’s complete proposals available at the Company’s website, www.ovzon.com.
FNCA Sweden AB, +46(0)8-528 00 399, info@fnca.se, is the company’s Certified Adviser.
For further information please contact;
Magnus René, CEO
mre@ovzon.com
+1 781 266 6957
Johan Brandt, CFO
jbr@ovzon.com
+46 703 69 33 00
For additional information please contact
Magnus René, CEO, mre@ovzon.com, +1 781 266 6957
Johan Brandt, CFO, jbr@ovzon.com, +46 70 369 33 00
