Insplorion: Report from the Annual General Meeting

13 Apr 2021

Today, 2021-04-13, Insplorion AB held its Annual General Meeting. The AGM resolved unanimously on all points in accordance with the Board’s and the Nomination Committee’s proposals:

  • The meeting approved the results and balance sheet of both the company and the group. The AGM resolved to dispose of the company’s results in accordance with the Board’s proposal. No dividend will be paid for the 2020 financial year.
  • The meeting resolved to discharge the Board and the President from liability.
  • The meeting decided that a fee of SEK 200,000 be paid to the Chairman of the Board and a fee of SEK 100,000 to each of the other board members. It is proposed that remuneration to the auditor shall be paid on open account.
  • The meeting decided that Johan Ehinger (Chairman of the Board), Jan Burenius, Ulla-Britt Fräjdin-Hellqvist and Anders Sandell be re-elected. Magnus Jonsson was selected as new board member.
  • The meeting decided that Sven Cristea, KPMG, is appointed auditor.
  • The meeting decided that the Company’s Nomination Committee for the Annual General Meeting 2022 shall consist of three members. The Chairman of the Board or a board member appointed by the Chairman of the Board shall, as soon as possible after the end of the third quarter, contact the 5 largest shareholders registered in the share register and in consultation with them appoint the three members who will form the Nomination Committee. The composition of the Nomination Committee shall be announced on the Company’s website as soon as it has been established. The Nomination Committee’s task is to prepare such proposals that the Swedish Corporate Governance Code imposes as the obligations of a nomination committee. The Nomination Committee’s mandate is valid until a new Nomination Committee has been appointed.
  • The meeting decided to (A) introduce an incentive scheme based on employee options and warrants for all employees of the Company (“The Program”), (B) issue Series 2021/2024(A) warrants to the participants in The Program and authorize the transfer of Series 2021/2024(A) warrants, and (C) issue Series 2021/2024(B) warrants and authorize the transfer of Series 2021/2024(B) warrants to ensure the delivery of shares in accordance with the employee options issued as part of The Program. Upon full exercise supported by all Series 2021/2024(A) and 2021/2024(B) warrants, 89,700 new shares may be issued, corresponding to a dilution of approximately 0.7 percent of the total number of shares and votes in the Company. The Board of Directors of the Company considers that incentive schemes contribute to the possibilities to recruit and retain skilled and experienced employees in a phase where the Company is approaching industrialization and commercialization in a number of market segments; this would promote the motivation and commitment of employees and increase the commonality of interests between employees and the Company’s shareholders to reach the Company’s financial and strategic objectives. The complete proposal can be found as Annex 2 on the Company’s website.
  • The meeting decided to introduce an incentive scheme for the Board of Directors and resolves to issue Series 2021/2024(A) warrants. Incentive schemes are an important component of a competitive remuneration package to attract, retain and motivate qualified board members in the Company. This will increase the participants’ commitment to the Company’s activities, strengthen their loyalty to the Company and benefit the Company and its shareholders alike. Upon full exercise supported by all Series 2021/2024(A) warrants, 85,000 new shares may be issued to the Company’s Board of Directors, corresponding to a dilution of approximately 0.6 percent of the total number of shares and votes in the Company. In the light of the terms, the scope of the allotment and other conditions, the proposed warrant program as set out below is reasonable and advantageous for the Company and its shareholders. The complete proposal can be found as Annex 3 on the Company’s website.

 

Questions are answered by:
Patrik Dahlqvist, CEO Insplorion AB, +46 723 62 32 61 or patrik.dahlqvist@insplorion.com

See the report.