Bulletin from the Annual General Meeting of Veg of Lund AB (publ)
The following resolutions were passed at the Annual General Meeting (the “AGM”) of Veg of Lund AB (publ) (the “Company”) on 14 June 2023 in Lund.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2022 as well as the balance sheet and consolidated balance sheet as of 31 December 2022. The members of the Board of Directors and the managing director were discharged from liability for the financial year 2022.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, that no dividend shall be paid for 2022 and that the results of the Company shall be carried forward.
Board of Directors and auditor
The AGM resolved, in accordance with the Nomination Committee’s proposal, on re-election of Anders Hättmark, Eva Tornberg, Rolf Bjerndell and Anders Gustafsson and election of Johan Möllerström as board members. Johan Möllerström was elected as the chairman of the Board of Directors. The AGM re-elected the audit firm KPMG AB as auditor.
The AGM further resolved on remuneration to the Board of Directors in accordance with the Nomination Committee’s proposal. The AGM furthermore resolved in accordance with the Nomination Committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved statement of costs.
Resolution on issue authorization
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, at one or several occasions and for the period up until the next AGM, resolve to increase the Company’s share capital by issuing new shares, warrants or convertibles with pre-emption rights for the shareholders. Such issue resolution may be carried out with or without provisions for contribution in kind, set-off or other conditions. The number of shares that can be issued, or, in the event of an issue of warrants or convertibles, added after exercise or conversion, with the support of the authorization shall not be limited in any other way than by the limits for the share capital and number of shares, as set forth from time to time in the registered Articles of Association.
Furthermore, the AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, at one or several occasions and for the period up until the next AGM, resolve to increase the Company’s share capital by issuing new shares, warrants or convertibles with deviation from the shareholders’ pre-emption rights. Such issue resolution may be carried out with or without provisions for contribution in kind, set-off or other conditions. The number of shares that can be issued, or, in the event of an issue of warrants or convertibles, added after exercise or conversion, with the support of the authorization shall be limited to 20 percent of the outstanding shares as per the date of the notice to the AGM 2023. The purpose of the authorization is to increase the Company’s financial flexibility and the Board’s discretion. If the Board of Directors resolves on an issue with deviation from the shareholders’ pre-emption rights, the reason shall be to raise working capital, broadening the ownership of the Company, procuring capital for company acquisitions, or to fulfil obligations in cooperation agreements.
Amendment of the Articles of Association
The AGM resolved, in accordance with the Board of Directors’ proposal, to amend the Articles of Association. The amendment was made in order to change the Company’s registered office.
Incentive programme
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt an incentive programme to employees and consultants consisting of warrants. In short, the incentive programme includes an issue of not more than 2,000,000 warrants. Each warrant entitles the holder to subscribe for shares in the Company during the time period of 15 June 2026 to 15 July 2026.
Furthermore, the AGM resolved, in accordance with the Nomination Committee’s proposal, to adopt an incentive programme to certain members of the Board of Directors consisting of warrants. In short, the incentive programme includes an issue of not more than 300,000 warrants. Each warrant entitles the holder to subscribe for shares in the Company during the time period of 15 June 2026 to 15 July 2026.
For further information, please contact:
Fredrik Carling, CEO, Veg of Lund AB
Tel: +46 (0)703 12 19 42
E-mail: fredrik.carling@vegoflund.se