Report from the annual general meeting of Safello Group AB
Stockholm, 12 March 2021
The following resolutions were made at Safello Group AB’s annual general meeting on 12 March 2021.
Resolutions regarding the adoption of the income statements and balance sheets, dividend and discharge from liability
The annual general meeting resolved to adopt the income statement and balance sheet for the financial year 2020 of Safello Group AB and the group respectively. It was further resolved that no dividend should be distributed to the shareholders for the financial year 2020 and to grant the members of the board of directors and the CEO discharge from liability for the financial year 2020.
The board of directors and fees to the board of directors
The annual general meeting resolved that the number of board members for the period until the end of the next annual general meeting shall be six without deputy board members. It was resolved to re-elect Frank Schuil, Jacob Jacobsson and Sepehr Alavi as members for the board of directors, and to elect Christina Ploom, Knut Pedersen and Johan Lorenzen as new members of the board of directors for the period until the end of the next annual general meeting. It was further resolved to elect Jacob Jacobsson as chairman of the board of directors for the period until the end of the next annual general meeting. It was resolved that fees of SEK 100,000 are to be paid to the chairman of the board of directors and to each of the board members that are independent in relation to Safello Group AB for the period until the end of the next annual general meeting.
Auditor and fees to the auditor
The annual general meeting resolved that the number of auditors for the period until the end of the next annual general meeting shall be one without deputies. It was resolved to re-elect WeAudit Sweden AB as auditor for the period until the end of the next annual general meeting. It was resolved that the fees to the auditor, for the period until the end of the next annual general meeting, shall be paid against approved accounts.
Bonus issue
The annual general meeting resolved on a bonus issue where no new shares shall be issued, and to amend the articles of association, entailing an increase in the share capital of SEK 741,545 to SEK 847,480.
Share split
The annual general meeting resolved on a share split entailing that one share is divided into 160 shares. After the share split has been implemented, the number of shares in the company will amount to 16,949,600.
Incentive program for the board of directors and employees
Incentive program for the members of the board of directors
The annual general meeting resolved on a directed issue of up to 100,000 warrants, pursuant to which the company’s share capital will increase with a maximum of 5,000 SEK. The right to subscribe for the warrants shall, with deviation from the shareholders preferential right, only vest in the board of directors of Safello Group AB as follows: (i) the chairman of the board: a maximum of 50,000, (ii) other independent board members: the remaining warrants. Each warrant gives the right to subscribe to one new share in the company during the period between 1 March 2024 and 30 April 2024. The subscription price for each warrant shall correspond to the market value of the warrants.
Incentive program for the employees
The annual general meeting resolved on a directed issue of up to 950,875 warrants, pursuant to which the company’s share capital will increase with a maximum of 47,543.75 SEK. The right to subscribe for the warrants shall, with deviation from the shareholders preferential right, only vest certain key persons in the company as follows: (i) CEO: a maximum of 209,193, (ii) other senior executives: a maximum of 142,631 per person (approximately 6 people) and (iii) other employees: a maximum of 23,772 per person (approximately 12 people). Each warrant gives the right to subscribe to one new share in the company during the period between 1 March 2024 and 30 April 2024. The subscription price for each warrant shall correspond to the market value of the warrants.
Change of company from private to public limited liability company and insertion of a central securities depository clause
The annual general meeting resolved to change company category, from private to public limited liability company and to make related amendments to the articles of association. It was further resolved to convert the company from a company that is not a central securities depository to a central securities depository company and to insert a central securities depository clause in the articles of association.
New articles of association
The annual general meeting resolved to amend the articles of association entailing in e.g. the removal of the pre-emption rights clause.
Authorisation for the board of directors
The annual general meeting resolved to authorise the board of directors, for the period up to the next annual general meeting, on one or several occasions, to adopt resolutions to issue new shares, warrants and/or convertible debentures. New issues of shares or issues of warrants and/or convertible debentures may take place with or without preferential rights for the company’s shareholders and may take place in cash and with or without provisions regarding payment by way of contribution of non-cash consideration or by set-off of or other terms and conditions.
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For more information, please contact:
Frank Schuil, co-founder and CEO of Safello, press@safello.com
Safello is an award-winning cryptocurrency exchange. The company has 15 employees with its head office in Stockholm. Safello offers a safe way to buy and sell cryptocurrency in seamless transactions and to a market leading speed. Safello has been regulated at the Swedish Financial Supervisory Authority since 2013.