Information from Annual General Meeting held on 18 May 2021 in Clavister Holding AB
Örnsköldsvik, May 18, 2021. Clavister Holding AB held its Annual General Meeting May 18th 2021. In view of the extraordinary situation prevailing as a result of the COVID-19 pandemic the Annual General Meeting was carried out by way of postal vote only, without physical participation.
For more detailed information regarding the content of the resolutions, please refer to the full notice of the Annual General Meeting and the complete proposals, which are available on the company’s website, www.clavister.com.
The following main decisions were made.
Adoption of the Income Statements and the Balance Sheets
The AGM resolved to adopt the Income Statement and the Balance Sheet as well as the Income Statement for the Group and the Balance Sheet for the Group for 2020.
Allocation of results
The AGM resolved, in accordance with the Board’s proposal, that the funds available for the AGM for the financial year 2020, i.e. SEK 452.951.554, be transferred to a new account.
Discharge from Liability
The AGM granted the board members and the CEO discharge from liability towards the company for the management in 2020.
Board of Directors and Auditors
The AGM resolved that the Board shall be composed of seven (7) directors for the period until the next Annual General Meeting.
The AGM resolved to re-elect the board members Jan Frykhammar, Kimberly Matenchuk, Staffan Dahlström, Martin Kreuzer and Viktor Kovacs and to elect Martin Roos och Malte Pollman as directors. Viktor Kovacs was re-elected as Chairman of the Board.
The AGM elected the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditor.
The AGM resolved that fees to the Board members for the period until the next Annual General Meeting, will be paid with SEK 300.000 to the chair of the board and SEK 160.000 to each of the other directors who are not employees of the group. Remuneration for committee work shall, for the period until the next annual meeting, be payable with SEK 75.000 for the chair of the audit committee and with SEK 50.000 for other regular members; with SEK 75.000 for the chair of the remuneration committee and with SEK 50.000 for other regular members; and with SEK 165.000 for the chair of the finance committee and with SEK 50.000 for other regular members
It was resolved that fees to the auditor are to be paid in accordance with approved invoice.
Issue authorization
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board to, on one or more occasions until the next Annual General Meeting, resolve on issue of new shares and/or warrants and/or convertible bonds. An issue of new shares and/or warrants and/or convertible bonds can be decided with or without regard of shareholders’ pre-emption rights. Following this authorization, a total maximum number of shares equivalent to 20 per cent of the total number of outstanding shares in the company on the date when the authorization is utilised for the first time may be issued in new share issues.
This authorization is to include the right to resolve on issues with cash payment, payment by contribution in kind or payment by way of set-off, and otherwise subject to conditions as set out in Chapter 2, section 5, second paragraph 1–3 and 5 of the Swedish Companies Act.
Warrant program and approval of transfer of warrants
The AGM resolved, in accordance with the Board’s proposal, to introduce a warrant program comprising certain senior executives and key persons in the Clavister group. In total, the program is estimated to comprise of no more than 2.150.000 warrants. Each warrant carries a right to subscribe for one new share in the company at a subscription price of SEK 15.93. Subscription of shares by virtue of the warrants may be made during a period of one month from the date of publication of the interim report for the period 1 Januari – 31 March 2024, however, no later than one month from 30 June 2024.
For more information regarding this press release, please contact:
John Vestberg, CEO and President, +46 (0)660-29 92 00 or ir@clavister.com
About Clavister
Clavister is a leading European cybersecurity vendorwith over 20 years of experience. Seated in Sweden, the company has customers in more than 150 countries; Communication Service Providers, Governments, Enterprises and Managed security service providers (MSSPs). The stock, Clavister Holding AB, is listed at Nasdaq First North Growth Markets. FNCA Sweden AB is the Company’s Certified Advisor (+46 8-528 00 399, email: info@fnca.se)