1515
Annons
Bulletin from the Annual General Meeting in Vestum AB (publ)

The Annual General Meeting (“AGM”) in Vestum AB (publ), (the “Company”) held today on 23 May 2022 has resolved the following. The AGM was conducted by postal voting only, without physical presences.

Resolution on adoption of the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet
The AGM resolved to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet for the financial year 2021.

Resolution on appropriation of the Company’s profit or loss according to the adopted balance sheet
The AGM resolved, in accordance with the Board of Directors’ proposal, that the result of the year shall be carried forward and that no dividend shall be made for the financial year 2021.

Resolution on discharge from liability for the members of the Board of Directors and the CEO
The AGM resolved to grant discharge from liability for all members of the Board of Directors and the CEOs for the financial year 2021.

Resolution on the number of members of the Board of Directors and deputies
The AGM resolved, in accordance with the Nomination Committee's proposal, that the number of Board members shall amount to six (6), without deputies.

Resolution on the remuneration to the Board of Directors, committees and auditor
The AGM resolved, in accordance with the Nomination Committee's proposal, that the fee to the Board of Directors for the period until the next AGM shall be SEK 1,500,000, of which each ordinary member who is not employed by the Company shall receive SEK 250,000 and the Chairperson of the Board shall receive SEK 500,000.

The AGM resolved, in accordance with the Nomination Committee's proposal, that the remuneration to the Audit Committee for the period until the next AGM shall be SEK 100,000 for the Chairperson of the Audit Committee and SEK 50,000 for each of the other members of the Audit Committee and that the remuneration to the Remuneration Committee for the period until the next AGM shall be SEK 50,000 for the Chairperson of the Remuneration Committee and SEK 25,000 for each of the other members of the Remuneration Committee.

The AGM resolved, in accordance with the Nomination Committee's proposal, that the fees to the Company’s auditor shall be paid in accordance with approved invoice.

Election of members of the Board of Directors, Chairperson and auditor
The AGM resolved, in accordance with the Nomination Committee's proposal, to re-elect Johan Heijbel, Johannes Lien, Helena Fagraeus Lundström, Olle Nykvist, Anders Rosenqvist and Per Åhlgren as Board members, for a period until the end of the next AGM. Furthermore, the AGM resolved to re-elect Per Åhlgren as Chairperson of the Board of Directors.

The AGM resolved, in accordance with the Nomination Committee's proposal, to re-elect the authorized auditing company Öhrlings PricewaterhouseCoopers AB as the Company's auditor, for a period until the end of the next AGM. As the principal auditor, Öhrlings PricewaterhouseCoopers AB intends to appoint the authorized public accountant Niklas Renström.

Resolution on guidelines for appointing members of the Nomination Committee and instructions for the Nomination Committee
The AGM resolved, in accordance with the Nomination Committee's proposal, on guidelines for appointing members of the Nomination Committee and instructions for the Nomination Committee.

Resolution on guidelines for executive remuneration
The AGM resolved, in accordance with the Board of Directors’ proposal, on guidelines for remuneration to executives.

Resolution on authorisation for the Board of Directors to increase the share capital through issues of shares, warrants and/or convertible bonds
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to, on one or more occasions and with or without deviation from the shareholders preferential rights, resolve on an increase of the Company's share capital through new issue of shares, warrants and/or convertibles. Payment can be made in cash, in kind, through set-off or otherwise with conditions. The Company´s share capital and number of shares may not, under the authorisation, be increased by more than an amount or number that falls within the limits of the Company´s Articles of Association at the time when the authorisation is utilized. The objective of the authorisation and the reasons for any deviation from the shareholders’ preferential rights is to enable new issues to be made in order to satisfy the Company's capital needs, secure the Company's continued operations and development, and enable future acquisitions. In the event of a deviation from the shareholders’ preferential rights, the issue shall be made on market terms.

Resolution on the establishment of an incentive program through the issue of warrants of series 2022/2025
The AGM resolved, in accordance with the Board of Directors’ proposal, to establish a warrant-based incentive program through the issue of maximum 3,650,000 warrants of series 2022/2025 and to approve the transfer of warrants of series 2022/2025 to certain employees within the group. The warrants can be exercised by notification of subscription for new shares during the period from 1 June 2025 to 31 August 2025.

Resolution on amendment of the Articles of Association
The AGM resolved, in accordance with the Board of Directors’ proposal, to amend the Articles of Association to enable the collection of proxies at the Company's expense and postal voting in connection with general meetings.

Source: MFN
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