Press release from the annual general meeting in Seamless on 4 May 2015

At the annual general meeting in Seamless in Stockholm today the shareholders resolved, in accordance with the proposed resolutions, upon the following:

Approval of profit and loss accounts and balance sheets, and discharge from liability for the board members and the managing director

The annual general meeting approved the profit and loss accounts and the balance sheets and resolved that the Company’s aggregated results of SEK 123,561,262 shall be carried forward.

The board members and the managing director were discharged from liability for the financial year 2014.

Board of directors, fees to the board of directors and auditor

Re-election of Peter Fredell, Robin Saunders and Omar M Cordes as well as election of Kristin Berdan for the time until the end of the next annual general meeting.  Further, Hein Pretorius was elected as chairman of the board of directors.

The annual general meeting resolved that fees to the board of directors shall be paid in accordance with the proposal of the nomination committee.  

Nomination committee

The annual general meeting resolved to approve the proposed instructions and statutes for the nomination committee.  

Guidelines for remuneration of the management

The annual general meeting resolved to approve the proposed guidelines for remuneration of the management.

Resolution to authorise the board of directors to resolve upon issues of shares and/or warrants and/or convertibles and to acquire and sell treasury shares

The annual general meeting resolved to authorise the board of directors to resolve upon issues of shares and/or warrants and/or convertibles in a maximum number of 10,000,000 shares and/or warrants and/or convertibles.

Further, the annual general meeting resolved to authorise the board of directors to acquire and sell treasury shares. The shares shall be repurchased on Nasdaq Stockholm within the price range registered at any given time and the maximum number of shares that may be repurchased is a number resulting in that the Company’s holding of treasury shares after each repurchase amounts to 10 per cent of the total number of shares in the company. Transfers of treasury shares held by the company may be made on Nasdaq Stockholm or in connection with the acquisition of companies, businesses or parts thereof. Transfers on Nasdaq Stockholm shall be made only at a price within the price range registered at any given time, or, if in connection with acquisition of companies, businesses or parts thereof, on market terms, however, not to a price below the stock exchange rate.

Issue of Warrants

The annual general meeting resolved upon an incentive scheme for the Company’s employees based on warrants transferred to 50% of their market value. A maximum number of 4,500,000 warrants may be issued.

The CEO may acquire a maximum of 1,500,000 warrants. Members of the senior management and other employees may acquire a maximum of 500,000 warrants each. The share price for a share which is subscribed for through the warrants shall amount to 150 per cent of the volume weighted average stock market price for the Company’s share for the period 7 May 2015 up to and including 17 May 2015, however, not less than the share’s quota value. All warrants may be used for subscription in August 2018.

Complete information on each proposal adopted by the annual general meeting may be downloaded from www.seamless.se

For further information, please contact

Peter Fredell, Group CEO Seamless, tel +46 (0)8-564 878 24

This information is such information that Seamless Distribution AB (publ) is required to disclose pursuant to the Swedish Securities Market Act and/or the Swedish Financial Instrument Trading Act. The information was released for publication on 4 May, 2015 at 12:00 CET

ABOUT SEQR, by Seamless

SEQR (se•cure) is Sweden’s and Europe’s most used mobile wallet in stores and online. SEQR enables anybody with a smartphone to pay in stores, at restaurants, parking lots and online, transfer money at no charge, connect loyalty programs, store receipts digitally and receive offers and promotions directly through one mobile app. Through the SEQR app, the user simply scans or taps a QR-code/NFC at check-out and approves the purchase by entering a PIN code. Fast, smooth and safe, SEQR’s payment solution enables merchants to lower interchange fees significantly compared to those charged by traditional card companies. SEQR’s unique transaction platform has been developed by Seamless, one of the world’s largest suppliers of payment systems for mobile phones.

Founded in 2001 and active in 26 countries, Seamless handles more than 3, 1 billion transactions annually through 525 000 active sales outlets. 6 200 merchants have chosen SEQR including Sweden’s largest grocery chains, fast food chains and national retailer chains including McDonald’s, Hemköp and Ur&Penn. SEQR was launched in Romania in 2013, in Finland and Belgium in 2014 and is scheduled to launch in Portugal the same year. In 2013, SEQR won the Mobile Money Global Award for Best Mobile Money Deployment in Europe. Seamless is traded on Nasdaq OMX Stockholm, under the SEAM ticker. www.seqr.com /www.seamless.se 

About Us

Seamless is a global mobile payments company that provides electronic top-up systems and mobile payment services for mobile operators, distributors, retailers and consumers. Founded in 2001 and active in 35 countries, Seamless handles more than 5.3 billion transactions annually through 675,000 active sales outlets. Seamless has four main business areas: 1. Seamless Distribution Systems: Platform enabling digital distribution for Service Providers2. Seamless eProducts: Technology provider for distribution of physical and electronic products3. Seqr: Mobile Payment Platform4. MeaWallet: Provider of Host Card Emulation (HCE) and tokenization platform Seamless is truly an international company with customers all over the world. Our ambition is to be close to our customers, therefore, we have global sales, support and operations in Sweden, India, UAE, Pakistan, Ecuador, Belgium and Ghana, etc.In the last decade, we emerged as a trusted supplier and partner with technical excellence, business knowledge and commercially viable solutions. Our customers and long standing partnerships hold testimony to the quality of our product offerings and the efficiency of our services. As we move into the future, we aspire to continue exploring new grounds in mobile technology and introduce path-breaking products.

Subscribe

Documents & Links