Report from the Extraordinary General Meeting of Clavister Holding AB held on December 11, 2017
Clavister Holding AB held an Extraordinary General Meeting on Monday, December 11, 2017. The main resolutions passed at the meeting were as follows:
More detailed information about the contents of the resolutions may be obtained from the complete notice of the EGM and the complete proposals. The notice and the proposals are available on the Company’s website, www.clavister.com.
Election of a new board of director, number of directors and directors’ fees
Since the former chair of the board of directors Björn Norrbom and the board director Ilkka Hiidenheimo have resigned from their positions on the board, the EGM resolved to elect Bo Askvik as a new director.
Bo Askvik has a graduate in Business Administration and Economics from Stockholm School of Economics and is currently working as a CFO at Nynas AB. Bo has previously had senior positions on listed companies such as Nordstjernan AB, Östgöta Enskilda Bank, Neste Corporation, Borealis AG, Sapa AB (previously Gränges AB), Intrum Justitia, Sanitec, PA Resources and TeliaSonera AB. With his industrial experience from finance and economy and experience within the capital market Bo will in addition to regular board work be a support for Clavister’s business
The EGM resolved that the board shall be composed of seven directors with no alternates.
The EGM furthermore resolved, in accordance with the nomination committee’s proposal, that additional director’s fees shall be paid to the directors, due to that the board since the AGM 2017 has set up a Remuneration Committee, an Audit Committee and a Compliance Committee. The resolution means that the total remuneration of the board (remuneration for committee work included) increases from SEK 1,470,000 to SEK 1,895,000.
Amendment of the articles of association
The EGM resolved, in accordance with the board’s proposal to change the limits of share capital in the articles of association from the previous range of SEK 750,000-3,000,000 to a new range of SEK 1,250,000-5,000,000 and the limits of number of shares from the previous range 7,500,000-30,000,000 to a new range of 12,500,000-50,000,000 shares.
The object of the company’s business in the article of association was changed so that development and sale of computer programs and arrangement of education within the computer industry was erased Internet and Intranet was removed as an example of network- and communication solutions.
Minor adjustments, mostly changes of the language used, were furthermore performed in 8 §, 9 §, 10 §, 10.3 §, 10.6 §, 10.7 a) §, 10.10 § and 11 §.
Resolution on authorisation to issue warrants
The EGM resolved, in accordance with the board’s proposal, to authorize the board of directors to, at one or more occasions until the next Annual General Meeting, without regard to shareholders’ pre-emption rights, issue warrants in three different series.
- Series 1 – no more than 3,062,608 warrants No. 1 2017/2020,
- Series 2 – no more than 1,250,000 warrants No. 2 2017/2020
- Series 3 – no more than 1,800,000 warrants 2017 Series 3
Warrants of Series 1 may be subscribed by Tagehus Holding AB and are issued free of charge. Each warrant of Series 1 entitles its holder to subscribe for one new share in the Company at a strike price of SEK 20 per share during a period from the date of the registration of the warrants at the Swedish Companies Registration office and up to and including September 29, 2020. The Company has agreed to issue the warrants of Series 1 to Tagehus as a part of an agreement with Tagehus under which Tagehus makes available a loan to the Company. The warrants of Series 1 give Tagehus the option to convert the loan into shares in the Company by setting off its claim under the loan as payment when exercising the warrants of Series 1.
Warrants of Series 2 may be subscribed by Tagehus and are issued free of charge. Each warrant of Series 2 entitles its holder to subscribe for one new share in the Company at a strike price corresponding to the shares quota value at the time of exercise, during a period from the date of the registration of the warrants with the Swedish Companies Registration office up to and including September 29, 2020. The Company has agreed to issue the warrants of Series 1 to Tagehus as a part of an agreement with Tagehus under which Tagehus makes available a loan to the Company. The warrants of Series 2 intend to compensate Tagehus for the dilution Tagehus may suffer if the Company makes a rights issue or private placement based on a subscription price lower than SEK 20 per share before September 30, 2020. Hence Tagehus may only exercise warrants of Series 2 to the extent necessary to compensate Tagehus for such dilution.
Warrants of Series 3 may be subscribed by European Investment Bank and are issued free of charge or at a subscription price of SEK 0.1. Each warrant of Series 3 entitles its holder to subscribe for one new share in the Company at a strike price corresponding to the shares quota value at the time of exercise. The intention with the warrants of Series 3 is to issue them to EIB in exchange for a lower interest rate on a loan from EIB to the Company.
Each warrant of Series 1-3 entitles subscription of one new share in the Company, which means that the number of shares in the Company may increase with no more than 6,112,608 and that the Company’s share capital may increase with no more than SEK 611,260.8.
For more information, please contact:
John Vestberg, President and CEO
Clavister is a leading security provider for fixed, mobile and virtual network environments. Its award-winning solutions give enterprises, local and federal governments, cloud service providers and telecoms operators the highest levels of protection against current and new threats, and unmatched reliability. The company was founded in Sweden in 1997, with its solutions available globally through its network of channel partners. Clavister is a member of Intel’s Network Builders program (networkbuilders.intel.com), a cross-industry initiative.