Announcement from Nilar's annual general meeting
The annual general meeting of Nilar International AB ("Nilar" or the "Company") was held today on 30 June 2021 and the following resolutions were passed by the meeting.
ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET
The annual general meeting resolved to adopt Nilar's income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
DISTRIBUTION OF PROFIT
The annual general meeting resolved to treat the result in accordance with the proposal of the board of directors in the annual report, meaning that the result is carried forward.
DISCHARGE FROM LIABILITY
The directors and managing director were discharged from liability for the 2020 financial year.
ELECTION OF THE BOARD OF DIRECTORS AND AUDITOR, AND DIRECTORS' AND AUDITORS' FEES
The annual general meeting resolved, in accordance with the nomination committee's proposal, that the board of directors shall consist of seven directors without deputies. It was further resolved that the Company shall have one registered auditing firm as auditor.
Stefan De Geer, Anders Gudmarsson, Ulrika Molander, Helena Nathhorst and Michael Obermayer were re-elected, in accordance with the nomination committee's proposal, as directors. Marko Allikson and Peter Feledy were elected as new directors. Michael Obermayer was re-elected as chairman of the board of directors. Gunilla Fransson had declined reelection.
Deloitte AB was re-elected, in accordance with the nomination committee's proposal, as the Company's auditor. Deloitte AB has announced that authorized accountant Therese Kjellberg will continue as main responsible auditor.
It was resolved, in accordance with the nomination committee's proposal, that the remuneration to each director shall be SEK 100,000 (SEK 100,000) and SEK 250,000 to the chairman of the board (SEK 250,000) and SEK 50,000 for members of committees (SEK 50,000), where the chairman shall not receive any additional remuneration for participation in committee work. It was further resolved that the auditor shall be entitled to a fee in accordance with approved invoice.
More information regarding the elected directors may be found on the Company's website and in the annual report for 2020.
PRINCIPLES FOR THE NOMINATION COMMITTEE
The annual general meeting resolved, in accordance with the nomination committee's proposal, to adopt principles for the nomination committee.
GUIDELINES FOR REMUNERATION TO SENIOR EXECUTIVES
The annual general meeting resolved, in accordance with the board's proposal, to adopt guidelines for remuneration to senior executives.
AUTHORIZATION FOR THE BOARD OF DIRECTORS TO RESOLVE ON ISSUANCES
It was resolved, in accordance with the board of directors' proposal, to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, convertibles and/or warrants, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 10 percent of the Company's share capital after dilution based on the number of shares in the Company at the time when the authorization is used for the first time, to be paid in cash, through set-off or in kind. The reason for the authorization and deviation from the shareholders' preferential rights is to enable raising capital for expansion through acquisitions of companies or assets and for the business of the Company as well as to adapt the Company’s capital and/or ownership structure. If issuances are carried out with deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms.
RESOLUTION REGARDING INCENTIVE PROGRAM
The annual general meeting resolved, in accordance with recommendation of the remuneration committee and the board's proposal, to implement an incentive program through issuance of maximum of 370,000 warrants, which may result in a maximum increase in the Company's share capital of SEK 61,666.67, to senior executives, employees and other key persons within the Company and the company group as well as to Nilar AB, reg. no. 556790-0815, (the "Subsidiary"), with subsequent transfer to senior executives, employees and other key persons within the Company and the company group. The warrants shall entitle to subscription of new shares in the Company.
The Subsidiary has the right to subscribe for warrants without consideration and the senior executives, employees and key persons in the Company and company group have the right to subscribe for the warrants at a price equal to the warrant's market value.
Each warrant entitles to subscription of one (1) new share in the Company during the period from 1 August 2024 up to an including 30 September 2024.
The subscription price shall be determined to an amount equal to 200 percent of the volume weighted average price at Nasdaq First Growth Market Premier during the period from 15 June 2021 up to and including 29 June 2021.
A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.
The annual general meeting also resolved that the Subsidiary may transfer warrants that are not subscribed for by current eligible persons to future senior executives, employees and other key persons within the Company and company group, or in any other matter dispose of the warrants to fulfill the obligations under the incentive program.
The maximum dilution of the incentive program is estimated to be a maximum of approximately 0.81 percent of the total number of shares and votes in the Company (calculated on the number of existing shares the Company), assuming full subscription and exercise of all warrants offered. The maximum dilution of the incentive program plus the other outstanding incentive programs in the Company is estimated to be a maximum of approximately 1.04 percent, assuming full subscription and exercise of all warrants offered and outstanding.
For the full proposals regarding the above resolutions at the annual general meeting, please refer to the notice and the annual report which are available on the Company's website, www.nilar.com.
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Täby in June 2021
Nilar International AB
The board of directors
For further information, please contact:
Marcus Wigren, CEO
E-mail marcus.wigren@nilar.com
Mobile +46 767 69 50 75
About Nilar
Nilar is a Swedish-based developer and manufacturer of stationary energy storage systems, so-called Electrical Energy Storage (ESS) systems. Energy storage systems can be used to bridge imbalances between energy production and demand in order to, for example, improve the utilization of intermittent electricity production from renewable energy sources, such as solar energy and wind power, as well as to strengthen the increasingly strained power grids. Nilar's battery technology is based on nickel-metal-hydride (NiMH) electrochemistry with a water-based electrolyte, which results in a strong environmental and safety profile together with a competitive price over a life cycle. The Company is headquartered in Täby and the energy-efficient production facility is, since 2012, located in Gävle, where the Company's research and development also takes place.
The Nilar share is listed at Nasdaq First North Premier Growth Market, ticker NILAR. FNCA Sweden is Certified Adviser +46 8 528 00 399. For more information go to www.nilar.com.