Report from the Annual General Meeting Of Aspiro AB (publ)
The proposals from the Board of Directors and Election Committee were approved by Aspiro’s Annual General Meeting (AGM), which was held on Thursday, 20 May 2010.
Appropriations The AGM resolved to balance the result of SEK –20,261,519.49 against non-restricted reserves and to carry forward disposable means of SEK 14,996,790.05. Resolutions on the Board of Directors and Directors’ Fees In accordance with the Election Committee’s proposal, Mats Alders (chairman), Lars Boilesen, Peter Pay and Nils Petter Tetlie were re-elected, and Gisle Glück Evensen and Åsa Sundberg were elected as new Board members. Directors’ fees will amount to a total of SEK 875,000, of which SEK 250,000 to the chairman and SEK 125,000 to each of the other Board members. Resolution on Guidelines for Remuneration of Senior Executives The AGM approved the Board of Directors’ proposed guidelines for remuneration to senior executives. The proposed guidelines were mainly in accordance with the guidelines approved by the AGM of 2009. Authorization for the Board of Directors to Decide on a New Share Issue The AGM approved the Board of Directors’ proposal to authorize the Board of Directors to decide, on one or several occasions before the next AGM, on new share issues without preferential rights of existing shareholders against cash payment, set-off or contribution in kind. This authorization involves 19 million shares, or equivalent to approximately 10 % of the share capital at full exercise. The purpose of the authorization and the reason to deviate from the preferential rights of existing shareholders, is to enable acquisitions of operations or companies through payment in shares, but also capital contribution, mainly in connection with acquisitions of operations or companies but also for other purposes. A share issue may only be made at market price. Other conditions are decided by the Board of Directors, but must be adjusted to the conditions of the market. Staff Stock Options The AGM resolved on the proposal of the Board of Directors on the third and last phase of the ongoing staff stock option plan, involving decision on the issue of warrants and approval of the transfer of warrants and/or shares to employees. The staff stock option plan will involve a maximum of 5 million options, with the Chief Executive Officer receiving 30 % of the options and other members of the corporate management each receiving up to 17.5 % of the options. These options will be granted free of charge and will entitle their holders to acquire the corresponding number of Aspiro shares at a price corresponding to 115 % of the share’s volume-weighted average price ten trading days after the AGM, however, not less than the quotient value of the share, at present SEK 1.00. Redemption is permitted by 50 % from the first anniversary of the date of allotment, and the remaining 50 % from the second anniversary of the date of allotment, providing the holder remains an employee of the group and that the group’s net turnover for the financial years of 2010 and of 2011, each compared to the previous financial year, has increased by a minimum of 5 % per year. To ensure due fulfillment of the company’s commitments relating to the staff stock option plan, the meeting resolved to issue a maximum of 5 million warrants to the wholly owned subsidiary Aspiro Innovation AB on basically the equivalent terms as the staff stock options. This information is mandatory for Aspiro AB (publ) to publish pursuant to the Swedish Securities Exchange and Clearing Operations Act and/or the Swedish Financial Instruments Trading Act. This information was submitted for publication at 3 p.m. on 20 May 2010.
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