Report from the Annual General Meeting of Scandinavian Biogas Fuels International AB (publ)
Scandinavian Biogas Fuels International AB (publ), reg.no 556528-4733, has
today held the annual general meeting, at which the following decisions were made. The meeting was conducted with the possibility to participate through postal voting.
Decision on adoption of accounts, allocation of profits and discharge from liability
The annual general meeting adopted the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2021, as well as the Board of Directors' proposal for allocation of profits, which means that the result for the year shall be carried forward and that no dividend shall be made for the financial year 2021. Furthermore, the annual general meeting granted the Board members and the CEO discharge from liability in respect of the company for the financial year 2021.
Election of Board of Directors and auditor
The annual general meeting resolved, in accordance with the Nomination Committee's proposal, that the number of Board members shall be six, without deputies, whereby Anders Bengtsson, Sara Anderson, David Schelin, Petra Einarsson, Tina Helin and Håkon Welde were re-elected as Board members. Anders Bengtsson was re-elected as chairperson of the Board. The annual general meeting further resolved, in accordance with the Nomination Committee's proposal, that remuneration to the Board of Directors’ chairperson shall be SEK 310,000 and SEK 155,000 to each of the other Board members elected by the annual general meeting. Remuneration to the members of the audit committee shall be SEK 50,000 to the Committee’s chairperson and SEK 30,000 to each of the other members of the Committee. In accordance with the Nomination Committee's proposal and the Audit Committee’s recommendation, the annual general meeting resolved to re-elect the registered auditing company Öhrlings PricewaterhouseCoopers AB as the company's auditor, which intends to appoint Lars Kylberg as the auditor in charge. Fees to the auditor shall be paid according to an approved invoice.
Resolution on approval of the Remuneration Report
In accordance with the Board’s proposal, the annual general meeting resolved to approve the report regarding remuneration to the senior executives for 2021.
Resolution on introduction of a long-term performance-based incentive program (LTIP 2022)
In accordance with the Board’s proposal, the annual general meeting resolved to introduce a long-term performance-based incentive program (LTIP 2022) including a) introduction of LTIP 2022, b) a direct issue of warrants to subsidiary, and c) approval of transfer of warrants to the senior executives, key employees and other employees.
Share rights shall be granted the participants free of charge, which are vested after three years and gives the right to acquire shares in the company, provided that certain performance conditions in relation to the development of the company’s share price and emission reduction of CO2 equivalents are met.
The maximum number of shares that can be acquired based on the share rights are 436,000 shares. In order to ensure the delivery of shares under LTIP 2022 and to hedge related costs, primarily social security costs, a maximum of 572,992 warrants will be issued to the company’s wholly owned subsidiary, Scandinavian Biogas Fuels AB. Each warrant gives the right to subscribe for one share in the company, until and including 31 December 2025, at a subscription price corresponding to the quota value of the shares.
Share issue authorization
The Board’s proposal on authorising the Board, with or without deviation from the shareholders’ preferential right, on one or several occasions during the period until the next annual general meeting, resolve on issues of new shares, warrants and/or convertibles in the Company equivalent to a maximum of 20 percent of the number of shares in the Company at the time of the notice of the annual general meeting was not approved, as the resolution did not acquire the required majority of votes.
Resolution on amendment of the Articles of Association
The annual general meeting resolved, in accordance with the Board’s proposal, to include a new section in the Articles of Association which allows for the Board of Directors to collect powers of attorney in accordance with the procedure stated in Chapter 7, Section 4, of the Swedish Companies Act and for the Board of Directors to resolve that the shareholders shall be able to exercise their right to vote by post before a general meeting in accordance with the procedure stated in Chapter 7, Section 4a, of the Swedish Companies Act.
This disclosure contains information that Scandinavian Biogas Fuels International AB (publ) is obliged to make public pursuant to the Swedish Securities Markets Act (2007:528). The information was submitted for publication, through the agency of the contact person, on 28-04-2022 16:28 CET.
For further information, please contact:
Matti Vikkula CEO and President
Mobile +46 (0) 70 597 99 38
E mail matti.vikkula@scandinavianbiogas.com
Scandinavian Biogas is a leading Nordic producer of biogas for vehicle fuel and fertilizer. Biogas is CO2-neutral and made from sewage and household, agriculture as well as industrial organic waste. Today Scandinavian Biogas has facilities in Sweden, Norway and Korea. In 2021, the company delivered 366 GWh of energy. Scandinavian Biogas has 100 employees and total net sales of SEK 394 million in 2021. The head office is located in Stockholm and the company is listed on Nasdaq First North. Certified advisor is Erik Penser Bank AB, telephone: +46 (0) 8-463 80 00, certifiedadviser(at)penser.se. www.scandinavianbiogas.com
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