Report from Annual General Meeting June 14, 2022
STOCKHOLM, June 14, 2022 15.00 CEST
At the Annual General Meeting of FUUD AB (publ) (the “Company”) on 14 June 2022, which was conducted solely by postal ballot with the support of temporary statutory rules, the following decisions were made. All decisions were in accordance with the submitted proposals, which are described in detail in the AGM documents available on the company's website, www.fuudunited.com.
Please note that this publication is a translation of the original Swedish text. In the event of inconsistency or discrepancy between the Swedish version and this publication, the Swedish language version shall prevail.
Adoption of the income statement and balance sheet
It was decided to approve the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2021.
Decision on dispositions regarding the company's profit or loss
It was decided that no profit dividend will be paid and that disposable profits will be balanced in a new account.
Decision on discharge from liability
It was decided to grant all board members and the CEO discharge from liability for the management of the company's affairs during the financial year 2021.
Election of board and auditor
It was decided that the board shall consist of six members. The Annual General Meeting resolved to re-elect the Board members Henrik Hedelius, Anna Hällöv, Peter Blom and Nici Ferber and Henrik Palm and to elect Therese Lundquist as a Board member for the period until the end of the next Annual General Meeting.
It was decided to re-elect Henrik Hedelius as Chairman of the Board.
It was decided to appoint a registered auditing company without deputy auditors as auditors. The Annual General Meeting resolved to re-elect the registered auditing company Öhrlings PricewaterhouseCoopers AB as the company's auditor for the period until the end of the next Annual General Meeting. The authorized public accountant Claes Sjödin will be the principal auditor.
Fees to the board and auditor
It was decided that fees to the Board members shall be paid in the amount of SEK 150,000 to the Chairman of the Board and in the amount of SEK 75,000 each to other Board members elected by the Annual General Meeting who are not employees of the company.
It was decided that the auditor's fee shall be paid according to the approved invoice.
Resolution on amendment of the Articles of Association
It was decided to change (i) the Articles of Association's limits for share capital and the number of shares, and (ii) introduce a new provision in the Articles of Association according to which the Board is given the right to collect proxies before the Annual General Meeting and decide that shareholders can exercise their voting rights by post before the Annual General Meeting.
Decision on the establishment of a warrant-based incentive program
It was decided to establish a warrant-based incentive program for persons in the company's management (excluding the CEO), other key persons in the group in which the company constitutes the parent company (the “Group”) and other employees in the Group through (A) a decision to issue a maximum of 21,200,000 warrants of series 2022/2025 to the company, and (B) a decision approving the transfer of warrants of series 2022/2025 from the company to participants in the incentive program. The warrants are issued free of charge to the company, and shall be transferred to the participants on market terms at a price determined on the basis of an estimated market value for the warrants using the Black & Scholes valuation model.
Each warrant entitles the holder to subscribe for one share in the company during the period from 20 June 2025 to 15 July 2025. According to the terms of the warrants, however, the period during which the option may be exercised may be extended if participants are prevented from exercising their warrants due to applicable insider trading laws or equivalent.
The subscription price for new shares with the support of a warrant shall be set at an amount corresponding to 150 percent of the average volume-weighted price paid for the company's shares on Nasdaq First North Growth Market during ten (10) trading days immediately before 14 June 2022.
Upon full exercise of the warrants, the company's share capital increases by SEK 1,060,000.
The full terms and conditions of the warrants are available on the company's website, www.fuudunited.com. According to the terms of the warrants, the subscription price and the number of shares that each warrant entitles to subscribe for may be subject to recalculation in certain cases.
Resolution authorizing the Board of Directors to decide on the issue of shares, warrants and / or convertibles
It was decided to authorize the Board of Directors to, within the framework of the Articles of Association for current limits for shares and share capital, on one or more occasions, during the period until the next Annual General Meeting, decide on the issue of shares, warrants and / or convertibles with or without preferential rights for shareholders. It must be possible to make such an issue decision with a provision on non-cash, set-off or cash payment.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is that issues should be able to take place to increase the company's financial flexibility or reduce the company's indebtedness and enable the company to fully or partially finance any company acquisitions or businesses by issuing financial instruments. in connection with agreements on acquisitions, alternatively to raise capital for such acquisitions.
For more information, please contact:
Peter Blom, CEO
E-mail: peter.blom@fuudunited.com
Telephone: 070-655 56 98
About the Fuud Group
With the vision of becoming a leading Nordic company in the FMCG market with a strategy to continue to acquire and develop new brands with stable earnings potential, Fuud brings together a number of exciting Swedish brands within Functional Foods under one roof, to jointly challenge existing players within one of the fastest growing categories in the food industry.
Fuud is growing through a combination of organic growth and acquisitions with a strong focus on high-quality content, exciting innovations and attractive design. Fuud's goal is to offer new and better alternatives than those already on the market, and at the same time contribute to both better health and increased quality of life for the Nordic population.
With a naturally built-in forward-thinking spirit, a strong and motivated sales force and a number of experienced key players in management and the board, Fuud has created a balance between muscle, drive and experience. The Fuud Group currently has the following brands: iQ Fuel, Homie, Beijing8, Juica, Juice Culture, Bacoccoli, Frill, Nathalie’s, Barfly, Bezzt of Nature and Legendz.
The company is based in Stockholm and is listed on the Nasdaq First North Growth Market, short name Fuud. FNCA Sweden AB is the company's Certified Adviser. Tel. +46 (0) 8 528 00 399, email info@fnca.se.