Summary of the Annual General Meeting in Axactor AB (publ) conducted today
- Annual accounts adopted and no dividends distributed
- Board of Directors re-elected
- New Nomination Committee appointed
- New authorization granted to issue shares
- Articles of Association changed by abolishing the A-shares provision and by introducing the Euro as accounting currency as from 2017
The Annual General Meeting in Axactor AB (publ) (“Axactor” or the “Company”) was held in Stockholm today (the “AGM”). The agenda contained the customary items plus a request to approve an authorization for the Board of Directors to decide on new share issues. Also the agenda encompassed a change of the Articles of Association by abolishing the previously existing A-shares and by proposing to apply a new accounting currency in Axactor as from 2017.
The AGM first adopted the income statements and balance sheets of the parent company and of the group. The Board’s proposal not to distribute any dividends was approved. The Board of Directors and management were discharged from liability.
The current Board of Directors composed of three ordinary members proposed for re-election was re-appointed. The Board directors elected are Einar J. Greve (Chairman) and Gunnar Hvammen as well as Per Dalemo (ordinary board members).
It was resolved that the remuneration to the board directors would remain unchanged as compared to the EGM decision in December 2015, namely the Chairman would be paid 900,000 SEK on an annual basis and each of the other two Board directors would receive 450,000 SEK.
PricewaterhouseCoopers AB with responsible main auditor Johan Palmgren were re-elected as auditors by the Annual General Meeting. The shareholders approved to remunerate the auditors on current account for reasonable and approved invoices.
The Annual General Meeting further approved of appointing a new Nomination Committee. The Nomination Committee will consist of the following two members: Gunnar Hvammen as Chairman of the Committee and Magnus Tvenge. The term of the Committee will be until a new Nomination Committee gets appointed.
Next, a new mandate for the Board of Directors to issue shares or other financial instruments was approved. The new mandate is valid to the time of the AGM in 2017 and encompasses the possibility to issue up to 400 million new shares with or without observing the existing shareholders’ preferential rights. This mandate entails a maximum dilution of some 34% calculated in relation to the new number of outstanding shares post the ongoing issue in kind to the sellers of IKAS company and post full exercise of outstanding Employee Stock Options, but before today’s completed private placement of 220,400,000 shares. This new mandate replaces the old mandate approved at the December 2015 Extraordinary General Meeting of shareholders.
Further, the present shareholders approved of the proposal to amend the articles of association so that the Company abolishes the A-shares provision. The A-shares were introduced temporarily in autumn 2015 in order to enable reasonably timely settlement of the significant private placement then conducted. Also the Annual General Meeting approved to let the Euro replace the SEK as the accounting currency of Company as from the following financial year 2017.
All approvals were granted with sufficient majority of votes. At the AGM 39,324,314 shares were present directly or through proxies, corresponding to 6.0% of the Company's 656,214,360 outstanding ordinary shares at the record date, which was May 20, 2016.
For further information:
Geir Johansen, CFO & Investor Relations, +47 47710451
About Axactor: Axactor is a newly established company in the market for credit management services. The company has a Nordic base and an ambitious pan-European growth strategy, which targets the market for non-performing loans in Europe. This market is estimated to about 1 500 billion euros, and Axactor's main focus is debt collection and purchase of NPL portfolios. As a first step in the pan-European growth strategy Axactor acquired the company ALD Abogados in December 2015. ALD Abogados is a leading debt collection company in Madrid with 120 employees, and has in addition a call center with 80 employees in Valladolid, Spain.
Cautionary Statement: Statements and assumptions made in this document with respect to Axactor AB’s (“Axactor”) current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of Axactor. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to, (i) changes in the economic, regulatory and political environments in the countries where Axactor operates; (ii) changes relating to the statistic information available in respect of the various debt collection projects undertaken; (iii) Axactor’s continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential partners, ventures and alliances, if any; (v) currency exchange rate fluctuations between the SEK and the currencies in other countries where Axactor or its subsidiaries operate. In the light of the risks and uncertainties involved in the debt collection business, the actual results could differ materially from those presented and forecast in this document. Axactor assumes no unconditional obligation to immediately update any such statements and/or forecasts.