Bulletin from the Annual General Meeting in Nexam Chemical Holding AB (publ) on May 14 2024
Today, on May 14 2024, the annual general meeting was held in Nexam Chemical Holding AB (publ). A summary of the adopted resolutions follows below.
Resolution on adoption of accounts and allocation of the company's result
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet. The annual general meeting also resolved in accordance with the proposal from the Board to allocate the company's result, meaning that no dividends are paid and that unappropriated earnings are carried forward to a new account.
Discharge from liability for the members of the Board and the CEO
The annual general meeting resolved to discharge the Board members and the CEO from liability for the financial year 2023.
Election and remuneration of the Board and auditors
The annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Cecilia Jinert Johansson, Lennart Holm, Magnus Wikström and Martin Roos as Board members until the end of the next annual general meeting. Cecilia Jinert Johansson was re-elected as Chairman of the Board. Jonna Opitz had declined re-election.
Furthermore, the annual general meeting resolved in accordance with the proposal from the Nomination Committee that remuneration to the Board shall be paid with SEK 280,000 to the Chairman of the Board and with SEK 165,000 to every other Board member who is not employed by the company.
Finally, the annual general meeting resolved in accordance with the proposal from the Nomination Committee to re-elect Deloitte AB as auditor and that remuneration to the auditor shall be paid according to approved invoice. Deloitte AB has informed that the authorized public accountant Jeanette Roosberg will continue to be the auditor in charge.
Instruction for the Nomination Committee
The annual general meeting resolved in accordance with the proposal from the Nomination Committee that a Nomination Committee shall be appointed before coming election and remuneration. The Nomination Committee shall consist of three members representing the three largest shareholders as of the last calendar day in August 2024. Furthermore, an instruction and charter for the Nomination Committee was adopted.
Resolution on approval of remuneration report
The annual general meeting resolved to approve the Board’s remuneration report for the financial year 2023.
Resolution on guidelines for remuneration to senior executives
The annual general meeting resolved in accordance with the proposal from the Board to adopt new guidelines for remuneration to the company’s senior executives.
Resolution on authorization regarding issues
The annual general meeting resolved in accordance with the proposal from the Board to authorize the Board, at one or several occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, convertibles and/or warrants. Issues may be made with or without provisions regarding payment in kind or through set-off or other provisions. The total number of shares that may be issued pursuant to the authorization (alternatively be issued through conversion of warrants and/or exercise of convertibles) shall not exceed 20,228,950 shares, which corresponds to an aggregate dilution of approximately 20 per cent calculated on the number of outstanding shares in the company. The purpose of the authorization, and the reason for any eventual deviation from the shareholders’ preferential rights, is to give the Board flexibility in its work to ensure that the company can appropriately be provided with capital for the financing of the business and to enable continued expansion both organically and through acquisitions, or to be able to expand the ownership with one or more owners of strategic importance. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms (subject to customary new issue discount, as applicable).
Resolution on a directed issue of warrants, series 2024/2027
The annual general meeting resolved in accordance with the proposal from the Board on a directed issue of a maximum of 1,700,000 warrants entitling to subscription of new shares in the company.
The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, vest in the CEO, management and other employees of the company or the Nexam Chemical Group. The warrants shall be issued at a price corresponding to a calculated market value for the warrants, which shall be determined by an independent valuation institute or audit firm using the Black-Scholes model.
Each warrant shall entitle the holder to, during the period from and including September 1 2027 up to and including October 1 2027, subscribe for one new share against cash consideration. Payment for a share upon exercise of the warrant shall be made in cash at an exercise price corresponding to 200 per cent of the volume weighted average price according to Nasdaq First North Growth Market Premier’s official price list for share in the company during the 10 trading days immediately before the annual general meeting on May 14 2024, however not less than the quota value of the share.
The reason for deviating from the shareholders’ preferential rights is a desire to introduce a warrant program intended for allotment to key employees in the company, whereby they can be offered the opportunity to take part in a value increase of the company’s share. This is expected to strengthen the interest in the company’s development – as well as the company’s share price development – and to stimulate continued company loyalty in the coming years.
Lomma on May 14 2024
Nexam Chemical Holding AB (publ)
For more information, please contact:
Ronnie Törnqvist, CEO, +46-706 25 41 85, ronnie.tornqvist@nexamchemical.com
This information was submitted for publication, through the agency of the contact person set out above, at 16.45 CEST on May 14 2024.
About Nexam Chemical
Nexam Chemical develops technology and products that make it possible to significantly improve the production process and properties of most types of plastics in a cost-effective manner and with retained production technology. The improved properties include strength, toughness, temperature and chemical resistance as well as service life. The improvements in properties that can be achieved by using Nexam Chemical's technology make it possible to replace metals and other heavier or more expensive materials with plastics in a number of applications. In applications where plastic is already used, Nexam Chemicals products can improve the manufacturing process, reducing material use and enable more environmental friendly alternatives. Example of commercial applications: pipe manufacturing, foam production and high-performance plastics. More information about the business will be found on www.nexamchemical.com. The company´s Certified Adviser is FNCA Sweden AB. FNCA Sweden AB can be reached at info@fnca.se or by phone +46-8 528 00 399.
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