Annual General Meeting 2022
Resolutions at the Annual General Meeting 2022 of Inwido
The Annual General Meeting (the “AGM”) of Inwido AB (publ) was held Thursday 5 May 2022, at Elite Hotel Savoy in Malmö. At the meeting, the following principal 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
Per Bertland, Kerstin Lindell, Henriette Schütze, Christer Wahlquist and Anders Wassberg were re-elected as Board members. Per Bertland was re-elected as Chairman of the Board. KPMG was re-elected as auditor and the authorized public accountant Linda Bengtsson will be auditor in charge.
It was resolved that the fees to the Board of Directors shall be SEK 325,000 to each Board member not employed by the company and SEK 750,000 to the Chairman of the Board. It was 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.
It was resolved that the fee to the auditor shall be paid in accordance with an special agreement regarding the fee.
The AGM resolved in accordance with the proposal of the Board on dividend amounting to SEK 6.15 per share and that the record date for the dividend shall be Monday 9 May 2022. Thus, dividend is expected to be paid by Euroclear Sweden AB starting Thursday 12 May 2022.
Approval of Remuneration Report
The AGM approved the remuneration report in accordance with the Board of Directors’ proposal.
Guidelines for remuneration to senior executives
The AGM resolved, in accordance with the Board of Directors’ proposal, on revised guidelines for remuneration to senior executives, mainly corresponding to the current guidelines but with minor adjustments regarding the criteria for variable cash remuneration.
Authorization for the Board to resolve on new share issues
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board to, up to the AGM 2023, 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 authorization 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 160,000 subscription warrants to approximately 20 senior executives and key employees in the Inwido group. The program mainly corresponds to the long-term incentive program adopted by the 2021 Annual General Meeting. Transfer of subscription warrants shall be made 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 per cent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the share in the Company during the period from and including 9 May 2022 up to and including 13 May 2022. Subscription of shares by exercise of the subscription warrants shall take place during the periods from and including 1 August 2025 up to and including 31 August 2025, from and including 1 August 2026 up to and including 31 August 2026 and from and including 1 August 2027 up to and including 31 August 2027. The maximum dilution effect of the incentive program is approximately 0.28 per cent of the shares and votes in the company at full exercise. The long-term incentive program adopted by the 2021 Annual General Meeting corresponds to a total dilution effect of approximately 0.40 per cent, which means that the programs together may entail a maximum dilution effect of approximately 0.68 per cent.