Annual General Meeting 2021
Resolutions at the Annual General Meeting 2021 of Inwido
In order to reduce the risk of spreading covid-19, the Annual General Meeting (the “AGM”) of Inwido AB (publ) held on 6 May 2021 was held by postal voting, in accordance with temporary legislation. At the meeting, the following main resolutions were passed.
Adoption of the Income Statements and the Balance Sheets and discharge from liability
The AGM approved the Income Statement and Balance Sheet as well as the Consolidated Income Statement and Consolidated Balance Sheet. The Board and CEO was granted discharge from liability for the time period which the reports relate to.
Election of Board of Directors and auditor
Kerstin Lindell, Henriette Schütze, Christer Wahlquist and Anders Wassberg were re-elected as Board members and Per Bertland was elected as a new Board member. Georg Brunstam had declined re-election. Per Bertland was also elected as new Chairman of the Board. KPMG was re-elected as auditor and the authorised public accountant Linda Bengtsson will be auditor in charge.
It was resolved that the fees to the Board of Directors shall be SEK 300,000 to each Board member not employed by the company and SEK 700,000 to the Chairman of the Board. It was further resolved that the fees to committee members shall be unchanged at SEK 50,000 to each member of the Audit Committee, SEK 130,000 to the Chairman of the Audit Committee and SEK 25,000 to the members and the Chairman of the Remuneration Committee, respectively.
The AGM resolved in accordance with the proposal of the Board dividend amounting to SEK 4.50 per share and that the record date for the dividend shall be Monday 10 May 2021. Thus, dividend is expected to be paid by Euroclear Sweden AB starting Friday 14 May 2021.
Instructions for the Nomination Committee
The AGM resolved in accordance with the proposal from the Nomination Committee to adopt revised instructions for the Nomination Committee to apply until further notice, adjusted mainly for the purpose of clarifying the conditions and the process for appointing representatives to the Nomination Committee.
Approval of Remuneration Report
The AGM approved the remuneration report in accordance with the Board of Directors’ proposal.
Amendments in the Articles of Association
The AGM resolved, in accordance with the Board of Directors’ proposal, to amend the Articles of Association in order to enable the Board of Directors to decide on collection of powers of attorney and postal voting at future general meetings and with the purpose of adapting the Articles of Associate to previous adopted legislative changes.
Authorization for the Board to resolve on new share issues
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board to, up to the AGM 2022, resolve on new issues of maximum 5,796,752 shares in the company, corresponding to 10 per cent of the company’s share capital. An issue may be made with or without deviation from the shareholders’ preferential right and be made against cash payment, by set-off or by contribution in kind. The purpose of the authorisation is to enable the company, by way of issues of new shares for payment in cash, in kind or through set-off, to strengthen the company’s ability to carry out or finance company acquisitions, or to strengthen the company’s capital base in connection therewith.
Resolution on long term incentive program
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive program, entailing an issue and transfer of a maximum of 235,000 subscription warrants to approximately 40 senior executives and key employees in the Inwido group. Transfer shall be at market value at the time of transfer, and allotment shall be made in accordance with the principles set out in the Board’s proposal. Each subscription warrant entitles to holder to subscribe for one new share in Inwido, at a subscription price of 125 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the share in the Company during the period from 28 April 2021 up to and including 6 May 2021. Subscription of shares by exercise of the subscription warrants shall take place during the periods from and including 1 August 2024 up to and including 31 August 2024, from and including 15 February 2025 up to and including 15 March 2025, from and including 1 August 2025 up to and including 31 August 2025, from and including 15 February 2026 up to and including 15 March 2026, and from and including 1 August 2026 up to and including 31 August 2026. The maximum dilution effect of the incentive program is approximately 0.4 percent of the shares and votes in the company at full exercise.