Press release from the annual general meeting in Seamless on 20 April 2017
PRESS RELEASE
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 61,251,726 shall be carried forward.
The board members and the managing director were discharged from liability for the financial year 2016.
Resolutions on board of directors and auditor as well as fees to the board of directors and auditor
It was resolved that, for the time until the next annual general meeting, elect John Longhurst as Chairman of the board of directors and that, for the time until the next annual general meeting, re-elect Peter Fredell, Robin Saunders and Tomas Klevbo and elect Petra Sas as members of the board of directors.
It was resolved that Öhrlings PricewaterhouseCoopers AB shall be re-elected as auditor for a term of four years. It was noted that Nicklas Renström will be the auditor in charge.
The annual general meeting resolved that fees to the board of directors shall be paid in an aggregate amount of SEK 850,000, of which SEK 250,000 shall be paid to the Chairman and SEK 200,000 shall be paid to each of the other members of the board of directors, which are not employed by the company, and no remuneration shall be paid for committee work. Further, it was resolved that fees to the auditor shall be paid as per current account.
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 20,000,000.
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 at a price within the share price interval registered at that time and to the extent that the company’s holding of its own shares, on any occasion, does not exceed 10 percent 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 with a maximum of number of shares held by the company at the time of the board of director’s transfer resolution. 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.
Stock option plan
The annual general meeting resolved upon a stock option plan for senior executives and other key employees in the group and in total, the plan will encompass a maximum of 5 million stock options. The CEO is entitled to not more than 1.5 million stock options and the other senior executives and other key employees employed in the group are each entitled to not more than 500,000 stock options.
The exercise price for the stock options corresponds to 120 percent of the volume weighted average price of the Seamless share for ten trading days after 1 July 2017.
For senior executives, the vesting of stock options will be conditional upon fulfilment of financial and operational targets as determined by the board of directors. The results hereof will be published in the company’s annual report for 2020 and on the company’s website. To ensure the delivery of shares under the plan, the board of directors was authorised to, with deviation from the shareholders’ preferential rights, at one or more occasions, resolve to issue not more than 5 million warrants.
Amendment of the articles of association
The annual general meeting resolved on amendment of the articles of association, whereby the share capital and the number of shares will be changed so the share capital shall be not less than SEK 25,000,000 and not more than SEK 100,000,000 and the number of shares shall be not less than 50,000,000 and not more than 200,000,000.
Authorisation for the Board of Directors to divest the subsidiary Seamless Distribution System AB
The annual general meeting resolved to authorise the board of directors to divest the Company’s wholly owned subsidiary Seamless Distribution Systems AB (“SDS”). The divestment is envisaged to be carried out either (i) through a purchase offer and subsequent listing of the SDS share on Nasdaq First North, whereby the company’s shareholders are granted purchase rights (Sw. Inköpsrätter) for shares in SDS pro rata in relation to their holdings in the company; or (ii) to a third-party buyer, subject to the purchase price of all outstanding shares in SDS being higher than what the board of directors, with support from its advisors, has estimated as the fair trading value of the SDS shares upon listing.
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, CEO, phone +46 8 564 878 00
About Seamless
Seamless is one of the world’s largest suppliers of payment systems for mobile phones. 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 three main business areas including the transaction switch, the technology provider for the distribution of e-products and the mobile payment platform Seqr. www.seamless.se
This information is information that Seamless Distribution AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact person set out above, at 2.00 p.m. CET on April 20, 2017.
Seamless Distribution AB, Box 6234, 102 34 Stockholm | Visiting address: St Eriksgatan 121 D | Org. no: 556610-2660 Phone: 08-564 878 00 | Fax: 08-564 878 23 | www.seamless.se