Report from Annual General Meeting 2024 of Safello Group AB
Stockholm, 8 May 2024 | Today, the Annual General Meeting of Safello Group AB was held at WeWork, Regeringsgatan 29, 111 53 Stockholm. The following main resolutions were resolved upon at the AGM.
Adoption of income statement and balance sheet as well as group income statement and group balance sheet
The AGM resolved to adopt the presented income statement and balance sheet as well as the group income statement and group balance sheet for the financial year 2023.
Allocation of the company’s profit or loss according to the adopted balance sheet
The AGM resolved to allocate the year’s result in accordance with the proposal of the Board of Directors meaning that no dividends will be paid for the financial year 2023 and that the balance is carried over to the new balance sheet.
Discharge of liability
The AGM resolved to discharge all individuals who have served as board members during 2023, and the company’s CEO, from liability for the financial year of 2023.
Directors of the board and auditor
The AGM resolved to re-elect Frank Schuil, Jacob Jacobsson, Sepehr Alavi and Viktor Fritzén as directors of the Board of Directors.
Frank Schuil was re-elected as chairperson of the Board of Directors.
The AGM resolved to appoint the accounting firm WeAudit Sweden AB (WeAudit) as auditor. It was noted that WeAudit has appointed Mikael Köver to continue as principal auditor.
The Board of Directors’ and auditors’ remuneration
The AGM resolved that board fees of SEK 110,000 shall be paid to the chairperson of the Board of Directors, and to board members who are independent in relation to the company and major shareholders (meaning shareholders controlling ten (10) percent or more of the shares or votes in the company).
Fees shall be paid to the auditor according to invoices approved by the company.
Resolution to implement a long-term incentive program for employees and/or consultants by way of a directed issue of warrants to the participants
The AGM resolved, in accordance with the proposal of the Board of Directors, to implement a long-term incentive program according to which the company offers employees and consultants in the company to subscribe for up to a total of 550,000 warrants in the company. The company's board members will not be offered warrants.
If all 550,000 warrants are exercised to subscribe for new shares, this will have a dilution effect of approximately 2.59 percent, calculated on the basis of the current number of issued shares including after full dilution with regard to outstanding warrants as at the day of the AGM. Upon exercise of all 550,000 warrants, the company's share capital may be increased by SEK 27,500 (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 550,000 warrants to the participants. Participants may exercise the warrants for subscription of shares in the company during the period from and including 17 June 2027 to and including 17 September 2027. The price of the warrants shall be determined by an independent advisor.
Resolution to authorize the Board of Directors to resolve on issues of shares or convertibles
The AGM resolved, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to on one or more occasions during the period up to the next Annual General Meeting 2025 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 for strategic efforts or operational needs. The authorization is limited so that the Board of Directors 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 (10) percent of the total number of shares in the company at the time of the first issue resolution based on the authorization.
Resolution to adopt new articles of association
The AGM resolved, in accordance with the proposal of the Board of Directors, to adopt new articles of association by introducing a new § 8 in the company's articles of association, according to which the Board of Directors can resolve to hold future general meetings digitally.
The above referred proposals are available in their entirety on the website of the company, www.safello.com.
For more information, please contact
Viktoria Berglund Blohmé, Head of Finance, ir@safello.com
Certified Adviser
Amudova AB is Safello’s certified adviser.
Safello is the leading cryptocurrency exchange in the Nordics, with over 358,000 users. The company is empowering financial independence by making 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.