Bulletin from the Annual General Meeting of Formpipe Software AB held 30 June 2020
N.B. English translation is for convenience purposes only
Allocation of the company’s results and discharge from liability
The Annual General Meeting (AGM) resolved, in accordance with the Board of Directors’ proposal, that SEK 0.60 per share shall be paid in dividend to the shareholders for the financial year 2019 and that the record date for the dividend shall be 2 July 2020. The dividend is expected to be distributed by Euroclear Sweden AB on 7 July 2020. The members of the Board of Directors and the CEO were discharged from liability for the financial year 2019.
Election of Directors, Chairman of the Board, auditor and fees
The AGM resolved, in accordance with the Nomination Committees’ proposal, on the following:
That the remuneration is set to SEK 380,000 for the Chairman of the Board and SEK 190,000 each for the other members of the Board that are elected by the general meeting and are not employees in the company (i.e. a total remuneration to the Board of SEK 1 330,000).
That fees for the auditor are paid in accordance to invoice.
That the Board of Directors shall consist of six members, to re-elect Annikki Schaeferdiek, Åsa Landén Ericsson, Peter Lindström, Erik Syrén and Bo Nordlander as members of the Board, and to elect Martin Bjäringer as new member of the Board. Bo Nordlander was re-elected as the Chairman of the Board.
To, after completed procurement of auditor and in accordance with the Board of Directors’ recommendation, re-elect the auditing firm PricewaterhouseCoopers AB as the auditors of the company until the end of the AGM held in 2021. PricewaterhouseCoopers AB has announced that it intend to appoint the authorised auditor Aleksander Lyckow as the principal auditor.
Principles for appointment of the Nomination Committee and instruction to the Nomination Committee
The AGM resolved, in accordance with the Nomination Committees’ proposal, on principles for appointment of the Nomination Committee and instruction to the Nomination Committee.
The Board’s proposal to authorise the Board to resolve on issues of shares and convertibles
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board to, within the limits of the articles of association, until the next AGM, on one or more occasions, resolve to issue new shares and/or convertibles. The Board is authorised to resolve on issues to the extent that the company's share capital may be increased by an amount equal to not more than 10 percent of the registered share capital at the time of the 2020 AGM.
The Board's proposal to authorise the Board to acquire and dispose of treasury shares
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board, for the period until the next AGM, on one or more occasions, to acquire and/or dispose of the company's shares. Purchases may be made of as many shares that the company's holding does not exceed 10 percent of all shares of the company.
The Board’s proposal regarding guidelines for remuneration to the company’s senior executives
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt guidelines for remuneration to the company's senior executives. The guidelines mainly correspond to the previous guidelines with updates pursuant to new regulatory requirements.
The Board’s proposal regarding incentive program 2020/2023 through the issue of warrants
The AGM resolved, in accordance with the Board of Directors’ proposal, to implement incentive program 2020/2023 through a directed issue of a maximum of 500,000 warrants of series 2020/2023. Right to subscribe for the warrants shall without exemption belong to all employees of the company. Employees of the company shall be guaranteed allotment of not less than 2,000 warrants per subscriber. The warrants are issued at a price equal to market value of the warrants, calculated by using the Black & Scholes warrant valuation model. Each warrant entails a right to subscribe for one new share in the company. The subscription price when exercising a warrant shall be 120 percent of the average volume weighted price paid for the company’s share on Nasdaq Stockholm during the period from 22 June 2020 up to and including 29 June 2020. The warrants may be exercised by application for subscription for new shares during the period from and including 15 May 2023 up to and including 26 May 2023. The maximum dilution effect of incentive program 2020/2023 is estimated to not more than 0.9 percent of the total number of shares and votes in the company, provided that the warrants are fully subscribed for and exercised.
The Board’s proposal to authorise the Board to re-purchase warrants
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board, during the period until the next AGM, on one or more occasions, to resolve to repurchase, at the current market price, up to 50 percent of the total of 500,000 warrants issued as resolved by the AGM 2018. The warrants that are subject to the resolution, entitles its holder to subscribe for new shares in the company for SEK 17.90 per share during the period from and including 10 May 2021 up to and including 21 May 2021. A repurchase of the warrants shall be conditional upon each individual warrant holder who wish to have warrants repurchased using an equivalent amount of the invested warrants to subscribe for new shares.
The Board’s proposed resolution regarding amendment of the articles of association
The AGM resolved, in accordance with the Board of Directors’ proposal, to amend § 9 in the company’s articles of association. The amendment takes into account expected future legislation regarding the record date for participation at general meetings.
For additional information, contact:
Christian Sundin, President and CEO of Formpipe, +46 705 67 73 85
Bo Nordlander, Chairman of the Board, +46 546 63 10
This is a translation of the original Swedish version. In the event of any discrepancies between the two versions, the original Swedish version shall take precedence.
The information was submitted for publication through the agency of the contact persons set out above, at 12:00 CET June 30, 2020.
Formpipe develops ECM products and solutions for structuring information and supplies them to major companies, authorities and organisations. ECM products help organisations to capture, manage and distribute information, and to place it in context. The company’s software helps improve efficiency, cut costs and reduce risk exposure. Formpipe was founded in 2004 and has offices in Sweden, Denmark, United Kingdom, The Netherlands, Germany and USA. The Formpipe share is listed on Nasdaq Stockholm.
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