Sdiptech AB (publ) – Summary from Annual General Meeting of Sdiptech AB (publ)
Press release
22 May 2023, 18:00
Summary from Annual General Meeting of Sdiptech AB (publ)
The shareholders of Sdiptech AB (publ) (the “Company”) gathered in Stockholm, Sweden, on Monday 22 May 2023 for the Annual General Meeting (the “Meeting”).
The income statements and balance sheets for the Company and the group were approved and the Board of Directors and the Managing Director were discharged from liability for the financial year 2022.
In accordance with the proposal of the Board of Directors, the Meeting resolved on a dividend of SEK 8.00 per preference share to be paid quarterly with SEK 2.00 per preference share. Record dates for dividends on the preference shares are 15 June 2023, 15 September 2023, 15 December 2023, and 15 March 2024. The Meeting resolved that no dividends shall be paid on ordinary shares of series A or B and that the remaining accumulated results instead are carried forward on new account.
In accordance with the proposal by the Nomination Committee, the Meeting resolved (i) that the Board of Directors shall consist of five members (ii) to re-elect Johnny Alvarsson, Birgitta Henriksson, Urban Doverholt, Eola Änggård Runsten and Jan Samuelson as members of the Board of Directors, and (iii) to re-elect Jan Samuelson as new Chairman of the Board of Directors.
In accordance with the proposal by the Nomination Committee, the Meeting resolved that a total fee of SEK 1,990,000 is to be paid to the Board of Directors, of which SEK 290,000 shall be paid to each Board member and SEK 830,000 to the Chairman of the Board. The Meeting resolved further that for the Company’s Audit Committee, a fee of SEK 160,000 is to be paid to the chairman and a fee of SEK 55,000 to be paid to each member (one to two members). For the Company’s Investment Committee, a fee of SEK 50,000 was decided to be paid to the chairman and a fee of SEK 50,000 to be paid to each member (one to two members). For the Company’s Remuneration Committee, a fee of SEK 40,000 was decided to be paid to the chairman and a fee of SEK 20,000 to be paid to each member (one member).
In accordance with the proposal by the Nomination Committee, the registered accounting firm PwC Sweden was re-elected as the auditor of the Company, with the authorised public accountant Anna Rosendal as the auditor in charge. The auditors’ fee shall be paid upon approval of their invoice.
The Meeting passed a resolution in accordance with the proposal of the year’s Nomination committee to authorize the Chairman of the Board of Directors to contact the largest shareholders by vote as of 30 September 2023 and ask these shareholders to appoint members who would constitute the Nomination committee. The Nomination committee shall consist of three members. The chairman of the board shall be an adjunct member of the nomination committee and be the convener of the nomination committee’s meetings.
The Meeting approved the Board of Directors’ proposal regarding guidelines for remuneration to senior management.
The Meeting approved the Board of Directors’ proposal to authorize the Board to decide, until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, on one or several occasions resolve to issue ordinary shares, convertible instruments and/or warrants. Payment may be made in cash and/or with in kind or by way of set-off, or other conditions. The total increase of the number of ordinary shares, which includes issuance, conversion or subscription for new shares, may – where it entails a deviation from the shareholders’ preferential rights – correspond to a dilution of a maximum of 10 percent of the current number outstanding ordinary shares, adjusted for any splits or similar. The authorization shall primarily be used for the purpose of acquisitions or financing thereof.
The Annual General Meeting resolved, in accordance with the Board’s proposal, that the company, deviating from the shareholders’ preferential rights, offers managers and senior executives to acquire a total of a maximum of 350,000 warrants of series 2023/2026. Acquisition of warrants shall take place at market value. The exercise price shall be set at 126% of the average share price during the measurement period from 23 May 2023 to 5 June 2023. Each warrant gives the holder the right to subscribe for a new Series B ordinary share in the Company during the following periods: (i) a period of 10 banking days from and including 8 June 2026, (ii) a period of 10 banking days from and including the banking day following the publication of the Company’s interim report for the second quarter of 2026, and (iii) a period of 10 banking days from and including the banking day following the publication of the Company’s interim report for the third quarter of 2026, however not later than 30 November 2026.
The purpose of the program is, among other things, that management within the Group through their own investment should be able to take part in and work for a positive value development of the company’s shares and thereby achieve increased common interest between them and the company’s shareholders.
Stockholm, 22 May 2023
Sdiptech AB (publ)
For additional information, please contact:
Bengt Lejdström, CFO, +46 702 74 22 00, bengt.lejdstrom@sdiptech.com
The information was provided by the above contact persons for publication 22 May 2023 at 18:00 CEST.
Sdiptech’s common shares of series B are traded on Nasdaq Stockholm under the short name SDIP B with ISIN code SE0003756758. Sdiptech’s preferred shares are traded under the short name SDIP PREF with ISIN code SE0006758348. Further information is available on the company’s website: www.sdiptech.com
Sdiptech is a technology group that acquires and develops market-leading niche operations that contribute to creating more sustainable, efficient and safe societies. Sdiptech has approximately SEK 3,800 million in sales and is based in Stockholm.
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