Annual General Meeting of Safello Group AB
Stockholm, 27 April 2022 | Safello Group AB (“Safello”) held its Annual General Meeting in Stockholm on 27 April 2022. The Annual General Meeting was held by postal voting pursuant to the Swedish Act (2022:121) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. The following resolutions were passed at the Annual General Meeting:
Adoption of income statements and balance sheets as well as decisions on the disposition of the company's earnings and discharge from liability
The Annual General Meeting approved the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet for the financial year 2021.
Furthermore, the Annual General Meeting resolved to dispose of the company's earnings in accordance with the board's proposal, which means that no dividend will be paid for the financial year 2021 and that the balance according to the adopted balance sheet, amounting to
SEK 67,130,358 is carried forward.
The board members and the CEO were granted discharge from liability for their administration during the financial year 2021.
Determination of fees to the board and auditors
The Annual General Meeting resolved that board fees of SEK 100,000 shall be paid to the chairman of the board and to board members who are independent in relation to the company and major shareholders (i.e. shareholders who control ten percent or more of the shares or votes in the company). No board fees shall be paid to other board members.
Fees to auditors shall be paid as per approved invoice.
Election of board members, chairman of the board and auditors
The Annual General Meeting resolved that the board shall consist of five board members without deputies and that the company shall have one auditor without a deputy. The Annual General Meeting resolved to re-elect Frank Schuil, Jacob Jacobsson, Sepehr Alavi, Knut Pedersen and Johan Lorenzen as board members for the period until the end of the next Annual General Meeting. Jacob Jacobsson was re-elected chairman of the board for the period until the end of the next Annual General Meeting.
The auditing company WeAudit Sweden AB was re-elected as the company's auditor. Mikael Köver will be the principal auditor.
Resolution to establish a long-term incentive program through a directed issue of warrants to the participants
The Annual General Meeting resolved in accordance with the board's proposal to establish an incentive program according to which the company offers employees and consultants in the company to subscribe for up to a total of 350,000 warrants in the company. The company's board members will not, with the exception of Frank Schuil, who is the CEO of the company and thus covered by the program as an employee, be granted warrants.
If all 350,000 warrants are exercised to subscribe for 350,000 new shares, this will have a dilution effect of approximately 1.61% (calculated on the total number of shares and the dilution that the exercise of already issued warrants per day of the Annual General Meeting would entail). Upon exercise of all 350,000 warrants, the company's share capital may be increased by SEK 17,500 (calculated on a quotient value of SEK 0.05), subject to such recalculation of the number of shares that each warrant entitles the holder to subscribe for in accordance with the complete terms and conditions for the warrants.
The decision entails a directed issue of a maximum of 350,000 warrants to the participants. Participants may exercise the warrants for subscription of shares in the company during the period from and including 15 June 2025 to and including 15 September 2025. The price of the warrants shall be determined by an independent advisor.
Resolution to authorize the Board of Directors to decide on the issue of shares or convertibles
The Annual General Meeting resolved in accordance with the board's proposal to authorize the board to on one or more occasions during the period up to the next Annual General Meeting 2023 decide on the issue of shares or convertibles against payment in cash, payment in kind or by set-off and also with the right to deviate from the shareholders’ preferential right. The purpose of the authorization and the reason for deviation from the shareholders’ preferential right is to enable the raising of capital to pursue strategic operational efforts. The authorization is limited so that the board may not decide on the issue of shares and / or convertibles that involve the issue of or conversion into shares corresponding to more than ten percent of the total number of shares in the company at the time of the issue decision.
Resolution on amendment of the Articles of Association
The Annual General Meeting resolved in accordance with the board's proposal to introduce a new
§ 8 in the company's Articles of Association which enables collection of proxies and postal voting prior to general meetings to facilitate the execution of General Meetings after the Swedish Act (2022:121) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations has expired.
Complete proposals
Proposals for resolutions are available on the company's website, https://safello.com. Minutes from the Annual General Meeting will be made available on the company's website no later than 11 May 2022.
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For more information, please contact
Johan Edin, CFO, ir@safello.com
Certified Adviser
Corpura Fondkommission AB, info@corpura.se, +46 722 52 34 51
Safello is Sweden’s leading online cryptocurrency brokerage with the goal to make crypto accessible to everyone. Safello offers a secure way to buy, sell and store crypto in seamless transactions at industry-leading speeds. Operating in Sweden, Safello has been registered as a financial institution with Finansinspektionen (Swedish Financial Supervisory Authority) since 2013 and is listed at Nasdaq First North Growth Market since 2021. For more information visit www.safello.com.