Stockholm, 12 May 2021
In order to reduce the risk of spreading covid-19, the Annual General Meeting of Starbreeze AB (publ) held on 12 May 2021 was held by postal voting, in accordance with temporary legislation. At the Meeting the below principal resolutions were passed. For complete information about all resolutions at the AGM, please see the Company's website www.starbreeze.com/investor-relations/corporate-governance/meetings-events.
Annual accounts and discharge from liability
The AGM adopted the consolidated income statement and consolidated balance sheet and granted the members of the Board of Directors and the CEO discharge from liability for the financial year of 1 January-31 December 2020.
The AGM resolved that no dividend would be distributed for the financial year of 1 January-31 December 2020.
Election of directors, Chairman of the Board and auditor
The AGM elected Jan Benjaminson, Torgny Hellström, Anna Lagerborg and Kerstin Sundberg (re-election) and Mike Gamble and Thomas Lindgren (new election) as ordinary directors, in accordance with the Nomination Committee's proposal. Tobias Sjögren, who on 24 March 2021 was appointed CEO of Starbreeze, had declined re-election. Torgny Hellström was re-elected as Chairman of the Board of Directors.
The AGM re-elected the authorized audit firm Öhrlings PricewaterhouseCoopers AB as the statutory auditor with authorized public accountant Nicklas Kullberg as auditor in charge.
Directors' fees and remuneration to the auditor
The AGM approved the proposed yearly fees to the Board of Directors as follows: SEK 750,000 to the Chairman of the Board, SEK 225,000 each to non-executive directors, SEK 280,000 to the Chairman of the Audit Committee and SEK 120,000 to a member of the Audit Committee and SEK 70,000 to the Chairman of the Remuneration Committee and SEK 60,000 to a member of the Remuneration Committee.
Additionally, the AGM resolved that the remuneration to the auditor shall be paid in accordance with the approved invoice.
Approval of Remuneration Report
The Annual General Meeting approved the remuneration report in accordance with the Board of Directors' proposal.
Guidelines for Remuneration to Senior Executives
The Annual General Meeting approved the Board's proposal for guidelines for remuneration to senior executives, including an addition to previously applicable guidelines entailing that senior executives, in addition to annual variable cash remuneration, may receive variable cash remuneration in the form of a long term incentive bonus (LTI bonus).
Authorization for the Board of Directors to decide to issue new shares
The AGM resolves to authorizes the Board of Directors to, on one or several occasions and until the end of the next AGM, with or without deviation of the shareholders' preferential rights, resolve to issue new shares of class B, or convertible bonds or warrants entitling to shares of class B corresponding to (at considered exercise of such convertible bonds or warrants, as applicable) no more than ten (10) per cent of the number of outstanding shares at each relevant time, against payment in cash, through set off or payment in kind. The purpose of the authorization and reason for any deviation from the shareholders' preferential rights is that the Company shall be able to issue shares or other instruments in connection with acquisition of companies or businesses as well as to be able to execute issues with deviation from the shareholders' preferential rights for the purpose of raising funds to the Company, for example in connection with financing of game production.
Amendments in the Articles of Association
The Annual General Meeting 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 it to implemented legislative amendments.