Communiqué from the Annual General Meeting of Micro Systemation AB (publ)
At the Annual General Meeting of Micro Systemation AB (publ) (“MSAB”) on 14 May 2024, the following decisions were made.
Income statements and balance sheets
The Annual General Meeting adopted the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2023.
Dividend
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, on an ordinary dividend of SEK 1.50 per share, to be paid through two partial payments. A first payment of SEK 1.00 per share with the record date Thursday 16 May 2024, and a second payment of SEK 0.50 per share with the record date Friday 15 November 2024. Assuming these dates will be the record dates, Euroclear Sweden AB is expected to disburse SEK 1.00 per share on Tuesday 21 May 2024, and SEK 0.50 per share on Wednesday 20 November 2024.
The Annual General Meeting also resolved that the new shares that may be issued with the support of the Annual General Meeting's authorisation shall entitle to dividends from the date they have been entered in the share register kept by Euroclear.
Remuneration report
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to approve the remuneration report pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Discharge from liability
The Annual General Meeting resolved to discharge the members of the Board of Directors and the CEOs that have been operative during the financial year 2023 from liability for the administration of the company during the financial year 2023.
Election of the Board of Directors
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that the Board of Directors shall be composed of six ordinary members with no deputy members.
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, to re-elect the Board members Fredrik Nilsson, Peter Gille, Andreas Hedskog, Jesper Kärrbrink and Charlotte Stjerngren and to elect Helena Holmgren as a Board member for the time until the end of the next Annual General Meeting. Peter Gille was elected, in accordance with the nomination committee’s proposal, as Chairman of the Board of Directors for the time until the end of the next Annual General Meeting.
Election of auditor
The Annual General Meeting re-elected, in accordance with the nomination committee’s proposal, the auditing firm KPMG AB as auditor with Mattias Lötborn as the responsible auditor for the time until the end of the 2025 Annual General Meeting.
Board of Directors’ and auditors’ fees
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that fees to the Board of Directors shall amount to a total of SEK 1,750,000 to be distributed with SEK 500,000 to the Chairman of the Board of Directors and SEK 250,000 to each of the other Board members.
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, that fees to the auditor shall be paid in accordance with an approved invoice.
Authorization to resolve on issue of new shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, within the framework of the current Articles of Association, during the period up until the next Annual General Meeting, on one or more occasions, decide on an issue of new shares with or without deviation from the shareholders’ preferential rights. The total number of shares issued through new issues according to the authorization may correspond to a total of no more than 10 percent of the number of shares in the company, based on the total number of shares in the company at the time of the 2024 Annual General Meeting.
Authorization to resolve on acquisition and transfer of the company’s own shares
The Annual General Meeting resolved, in accordance with the Board of Directors’ proposal, to authorize the Board of Directors to, on one or more occasions, during the period up until the next Annual General Meeting, resolve upon acquisition and transfer of Series B shares in the company. Acquisition of shares in the company may only take place through trading on Nasdaq Stockholm, or through an offer of acquisition for cash renumeration to all the company's shareholders and may only be made by a maximum of so many shares that, at any given time, the company's own holdings does not exceed 10 percent of all shares in the company.
Transfer of shares according to the authorization may be of all own shares held by the company at the time of the Board of Directors’ resolution, and transfer of shares on Nasdaq Stockholm may only take place at a price within the price interval at any time recorded on Nasdaq Stockholm. Transfer of shares may also take place outside Nasdaq Stockholm in conjunction with company acquisitions, with or without deviation from the shareholders' preferential rights and with or without provisions regarding contribution in-kind or set-off rights. The price for such a transfer may be in cash or value of property obtained that corresponds to the stock market price at the time of the transfer of the shares transferred, with the deviation deemed appropriate by the Board of Directors.
Principles for the appointment of a nomination committee
The Annual General Meeting resolved, in accordance with the nomination committee’s proposal, to adopt principles for the appointment of a nomination committee and instructions to the nomination committee.
For more information, please contact:
Peter Gille, Chairman of the Board. Phone: +46 70 825 00 14, email: petgille@googlemail.com
Tony Forsgren, CFO. Phone: + 46 70 686 06 00, email: tony.forsgren@msab.com
About MSAB:
MSAB is a world leader in forensic technology for extracting and analyzing data in seized mobile devices. The company develops high-quality and easy-to-use software for law enforcement organizations, such as police, defence, and customs. The products, which have become a de facto standard for securing evidence in criminal investigations, can be supplemented with reporting tools and a large range of training with certifications within a holistic method for forensic science. The company serves customers in more than 100 countries worldwide, through its own sales offices and through distributors. MSAB is listed on Nasdaq Stockholm under the ticker name: MSAB B. www.msab.com
The information was submitted for publication, through the agency of the contact persons set out above, on 14 May 2024, 8.30 p.m. CEST.
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