The annual general meeting of
The meeting, among other things, decided on the following points:
Board Directors and Board Remuneration
It was decided that the remuneration of the Board should include
Dividend
The meeting decided to pay a dividend of
Discharge of responibility
The meeting decided to relieve the Board of Directors and the Chief Executive Officer of their responsibility for the 2021 financial year.
Listener
The meeting decided to appoint PwC as audit firm with Aleksander Lyckow as lead auditor for the period until the end of the next annual general meeting. The assembly also decided that the remuneration of the auditor will be paid according to the current account and the approved invoices.
Nominating Committee
The meeting approved the nomination committee’s proposal regarding the composition of the nomination committee.
Executive compensation
The meeting resolved to approve the 2021 Board of Directors Compensation Report and to adopt the Board of Directors’ proposal regarding the guidelines for the compensation of senior executives.
Long-term performance-based share program for senior management and key employees
It was decided to implement a performance-based long-term incentive program for senior management and key employees of the Company and its subsidiaries (“LTIP 2022“). The program is equity-based and includes approximately 400 executives and other key employees of the Company or its subsidiaries. The vesting period is approximately 3 years. At the end of the vesting period, participants will be granted ordinary shares in the Company for free, subject to the satisfaction of certain performance conditions.The allocation of shares under the LTIP 2022 requires that participants remain employees of the Company or of one of its subsidiaries throughout the vesting period. In addition, certain levels of performance linked to the evolution of the total shareholder return on the ordinary share of the Company (“RST“) must be reached. For there to be an allocation, the TSR must be greater than 73% over the entire vesting period, corresponding to 20% per year. A maximum allocation is allocated if the TSR reaches or exceeds 146% over the entire vesting period, corresponding to 35% per year.
A maximum of 160,000 ordinary shares may be allocated to participants in the 2022 LTIP, corresponding to a dilutive effect of 1.76%. The total costs for the LTIP 2022 are estimated at approx.
The objective of the LTIP 2022 is to increase the possibilities of recruiting and retaining competent employees and to increase the commitment and motivation of participants in the program and to strengthen the links of participants with the G5 group and its shareholders.
In order to secure the delivery of the shares within the framework of the 2022 LTIP, it was decided, as indicated below, to authorize the Board of Directors to decide on a directed issue of class C shares, to authorize the Board of Directors to decide on the acquisition of Class C treasury shares and to transfer treasury ordinary shares to participants of the LTIP 2022.
Long-term performance-based share program for the CEO
It was decided to invite the Company’s Chief Executive Officer, who is also a Board member, to participate in the 2022 LTIP. .
Authorization to be given to the Board to decide on the issue of class C shares
The meeting decided to authorize the board of directors, until the end of the next general meeting, to increase the share capital of the company on one or more occasions by issuing a maximum of 160,000 category C shares. . By way of derogation from the shareholders’ preferential subscription right, a bank will have the right to subscribe to the new category C shares at a subscription price corresponding to the quotient of the shares. The authorization and the reason for the waiver of the preferential subscription right of shareholders in connection with the issue of class C shares are intended to secure the delivery of the shares to participants in the LTIP 2022.
Authorization to be given to the Board to decide to acquire own category C shares
The meeting decided to authorize the board of directors during the period until the end of the next general meeting to acquire, on one or more occasions, own shares of category C. Acquisitions can only be made through a public offer addressed to all holders of class C shares and will relate to all class C shares in circulation. The number of shares acquired may not cause the Company to hold at any time more than 10% of the total number of shares of the Company. The acquisitions will be made at a purchase price corresponding to the value quotient of the share. Payment for class C shares will be made in cash. The purpose of the authorization is to secure the delivery of shares to participants in the 2022 LTIP.
Sale of own ordinary shares
The meeting decided not to sell more than 160,000 ordinary shares of the Company (or the higher number of ordinary shares that would result from a recalculation resulting from a free allocation, a division, a preferential allocation or similar measures). The ordinary shares will be transferred, free of charge, to participants in the LTIP 2022, who under the terms and conditions of the LTIP 2022, are entitled to receive ordinary shares of the Company and in accordance with the other conditions of the LTIP 2022. The reasons for the waiver to the shareholders’ pre-emptive right is that the sale of the shares is part of the execution of the 2022 LTIP.
Authorization to be given to the Board to decide on the issue of ordinary shares
The meeting decided to authorize the board of directors, until the end of the next general meeting, to rule on one or more occasions on the issue of ordinary shares. Payment can be made in cash, in kind, through set-off or under the conditions set out in Chapter 2, Section 5 of the Swedish Companies Act.
The number of shares issued under this authorization must correspond to a maximum of ten (10) percent of the share capital consisting of ordinary shares issued at the General Meeting of 2022.
Authorization to be given to the Board to decide on the acquisition and sale of own ordinary shares
The assembly decided to authorize the
Resolution to modify the statutes
The assembly decided to modify the statutes in accordance with the proposal of the board of directors.
Capital reduction resolutions by way of cancellation of treasury shares and capital increase by free allocation
The meeting decided to reduce the share capital by canceling the treasury shares which were repurchased by the board of directors on the basis of the authorization given at the annual general meeting of 2021. The reduction of the share capital will be done with
The meeting also decided to increase the share capital by free allocation of an amount corresponding to
For more information, please contact:
Vlad Suglobov, CEO, [email protected]
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