SaveLend
Communiqué from the Annual General Meeting of SaveLend Group AB
MARKN.
The Annual General Meeting of SaveLend Group AB (publ) ("SaveLend Group" or “the Company”) was held today, April 25, 2024.
The meeting resolved to:
- Approve the presented income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet for the fiscal year 2023. It was also resolved that no dividend will be distributed for the fiscal year 2023 and that the company's results, as proposed, be carried forward to new account. The meeting also granted discharge from liability to the board members and the CEO for the fiscal year 2023.
- Board remuneration shall be paid, in accordance with the nomination committee's proposal, with SEK 175,000 to the chairman of the board and SEK 100,000 to each of the other board members. Furthermore, it was decided that a remuneration of SEK 120,000 be paid to the chair of each committee and SEK 75,000 to each of the other committee members. The meeting decided that no remuneration shall be paid to board members who are employees of the Company. The meeting also decided that remuneration to the auditor shall be paid according to approved invoices.
- In accordance with the nomination committee's proposal, re-elect Bo Engström, Birgit Köster Hoffmann, Johan Roos, Jan Sjödin, and Kaj Rönnlund as ordinary board members. The meeting also elected Rune Pettersson as a new board member. Bo Engström was re-elected as the chairman of the board.
The meeting decided, in accordance with the nomination committee's proposal and the recommendations of the audit and compliance committee, to re-elect Öhrlings PricewaterhouseCoopers AB as the auditing firm, with Victor Lindhall as the lead auditor, until the end of the next annual general meeting. - In accordance with the board's proposal, empower the board to decide on the issue of shares, warrants, and/or convertible bonds that may result in the issuance of or conversion into as many new shares as at the time of the first decision under this authorization corresponds to no more than 20 percent of the total share capital in the Company.
- In accordance with the board's proposal, establish the incentive program 2024/2027:I, by issuing up to 1,380,238 warrants of series 2024/2027:I. The right to subscribe shall, with deviation from the shareholders' pre-emption rights, be granted to the company or a subsidiary designated by the company. The warrants shall be issued free of charge. Each warrant shall entitle the holder to subscribe for a new share in the company during the period from May 3, 2027, to June 30, 2027. The annual general meeting also approved that the company, or a subsidiary designated by the company, may transfer up to 1,380,238 warrants of series 2024/2027:I to senior executives and key personnel in the company or its subsidiaries, or otherwise dispose of the warrants to secure the commitments under the incentive program 2024/2027:I. Each senior executive may acquire up to 200,000 warrants, and other key personnel may acquire up to 30,000 warrants per person. The warrants are transferred at a price corresponding to an estimated market value of the warrants using a generally accepted valuation model calculated by an independent valuation institute. Such valuation shall be conducted according to accepted practice for option valuation.
- In accordance with the proposal of shareholder P&N Wolf Marketing AB, establish the incentive program 2024/2027:II, by issuing up to 276,048 warrants of series 2024/2027:II. The right to subscribe shall, with deviation from the shareholders' pre-emption rights, be granted to the company or a subsidiary designated by the company. The warrants shall be issued free of charge. Each warrant shall entitle the holder to subscribe for a new share in the company during the period from May 3, 2027, to June 30, 2027. The annual general meeting also approved that the company, or a subsidiary designated by the company, may transfer up to 276,048 warrants of series 2024/2027:II to the board members of the company elected at the annual general meeting 2024, or otherwise dispose of the warrants to secure the commitments under the incentive program 2024/2027:II. Each board member can acquire up to 50,000 warrants per person. The warrants are transferred at a price corresponding to an estimated market value of the warrants using a generally accepted valuation model calculated by an independent valuation institute. Such valuation shall be conducted according to accepted practice for option valuation.
- In accordance with the nomination committee's proposal, establish the following principles for the appointment and instruction regarding the nomination committee (applicable until otherwise decided by the general meeting).
The general meeting assigns the chairman of the board to contact the four largest shareholders or groups of shareholders by voting rights (including both directly registered shareholders and nominee registered shareholders) in the Company, according to the printout of the shareholder register by Euroclear Sweden AB as of the last banking day in September. These shareholders shall each appoint a representative to, together with the chairman of the board, constitute the nomination committee until a new nomination committee is appointed. If any of these shareholders choose to abstain from this right to appoint a representative, the right passes to the shareholder who, after these shareholders, has the largest shareholding. The composition of the nomination committee and how it can be contacted shall be published on the Company's website. If significant changes occur in the ownership after the last banking day in September, the nomination committee, if it deems it necessary, may decide to offer a new owner a place in the nomination committee in accordance with the principles above. Changes in the composition of the nomination committee shall be published on the Company's website. The nomination committee appoints the chairman of the nomination committee. No remuneration shall be paid to the members of the nomination committee, but the Company shall pay the necessary expenses that the nomination committee may incur within the framework of its work. The mandate period for the nomination committee ends when the subsequent nomination committee has been announced. At least three members must be present for decisions to be made. A proposal can be decided by a simple majority and in case of a tie in votes, the casting vote shall be given to the member with the highest number of shares.
The task of the nomination committee is to present proposals for the annual general meeting regarding a) the chairman of the annual general meeting, b) board remuneration and other compensation for committee work, c) election of board members, d) election of the chairman of the board, e) election of the auditor and auditor's remuneration, and f) changes in the principles for the appointment and instruction of the nomination committee.
Complete proposals regarding the decisions of the meeting as above are available on the company's website www.savelendgroup.se. The minutes from the Annual General Meeting will also be available on the company's website www.savelendgroup.se no later than two weeks after the general meeting.
Datum | 2024-04-25, kl 11:55 |
Källa | MFN |
![](https://static.allaaktier.se/ads/hand-waving-2.png)