Report from the annual general meeting in Speqta AB (publ) on 17 May 2024
At the annual general meeting (the “AGM”) of Speqta AB (publ), reg. no 556710-8757, (the “Company”), on 17 May 2024 the AGM adopted, inter alia, the following resolutions. For more detailed information regarding the content of the resolutions, please refer to the notice to the AGM and the complete proposals for resolution, which have previously been published and are available on the Company’s website, www.speqta.com.
Adoption of the balance sheet and income statement, disposition regarding the Company’s results and discharge from liability
The AGM adopted the Company’s balance sheet and income statement and consolidated income statement and consolidated balance sheet for the financial year 2023.
The AGM resolved that the Company’s loss shall be carried forward in new account and that no dividend shall be paid for the financial year 2023.
The AGM further resolved to discharge the board of directors and the managing director from liability for the financial year 2023.
Election of board of directors and auditor
The AGM resolved that the board of directors shall consist of seven ordinary board members without deputies.
The AGM re-elected the present board members Mikael Lindblom, Anders Gustafsson and Christos Stavropoulos and elected Linus Wiebe, Henrik Garvner, Johan Dahlqvist and Anders F. Börjesson as new board member for the period until the end of the next annual general meeting. Linus Wiebe was elected as chairman of the board of directors.
The AGM resolved to elect the registered auditing firm Öhrlings PricewaterhouseCoopers AB (PwC), which appointed Niklas Renström as auditor in charge for the period until the end of the next annual general meeting.
Remuneration to the board of directors and auditor
The AGM resolved that remuneration to the board of directors shall amount to SEK 150,000 to each of the board members not employed by the Company. Remuneration for work in the audit committee shall be SEK 40,000 to the chairman and SEK 30,000 to each of the other members of the committee. Remuneration for work in the remuneration committee shall be SEK 35,000 to the chairman and SEK 25,000 to each of the other members of the committee.
The AGM resolved that remuneration to the auditor shall be paid in accordance with approved invoice.
Authorization for the board of directors to resolve on issue of shares, warrants and/or convertibles
The AGM resolved to authorize the board of directors to, on one or more occasions for the period until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve on issue of shares, warrants and/or convertibles for cash payment and/or with provision of non-cash consideration or set-off or otherwise with a condition.
For issues carried out by virtue of this authorization, neither the share capital nor the number of shares to be issued, or which may be issued upon exercise of issued warrants and/or convertibles, shall generate a dilution exceeding 20 percent of the share capital and the number of shares based on the share capital and the number of shares in the Company at the time the authorization is exercised for the first time.
Resolutions regarding changes to the articles of association and reduction of the share capital without cancellation of shares
The AGM resolved in accordance with the board of directors’ proposal to amend the articles of association as regards the share capital. According to the new articles of association, the Company’s share capital shall amount to not less than SEK 500,000 and not more than SEK 2,000,000.
Furthermore, it was resolved in accordance with the board of directors’ proposal to reduce the share capital by SEK 124,463,343.48 without cancellation of shares. The purpose of the reduction is allocation to non-restricted equity. After the reduction, the Company’s share capital will amount to SEK 510,095.67 resulting in a quotient value of the Company's shares of SEK 0.014. The reduction of the share capital is subject to approval by the Swedish Companies Registration Office or a general court.
Resolution on implementation of Incentive Program 2024/2027
The AGM resolved, in accordance with the board of directors’ proposal, to implement a long-term incentive program Incentive Program 2024/2027 through an issue of not more than 1,600,000 warrants of series 2024/2027, which, upon full exercise of the warrants, entails that the Company’s share capital will increase by not more than SEK 22,400 (having regard to the board of directors' proposal to reduce the share capital). The right to subscribe for warrants shall, with deviation from the shareholders’ preferential rights, belong to the Company who shall transfer the warrants to current and future CEO and key employees (jointly referred to as the “Participants”). The reasons for the deviation from the shareholders’ preferential rights is to implement an incentive program whereby the Participants, through their own investment, shall take part in and aim towards a positive value development of the Company during the entire period which the proposed incentive program include, and that the Company shall be able to retain competent and committed staff. The warrants are issued to the Company without consideration. Each warrant entitles the holder to subscribe for one (1) share in the Company to an exercise price corresponding to 190 percent of the volume-weighted average for the Company's share on Nasdaq First North Growth Market during a period of 15 business days immediately preceding the day of the AGM 17 May 2024. The subscription price may never be less than the quota value of the share (having regard to the board of directors' proposal to reduce the share capital).
Resolution on change the company name
The AGM resolved in accordance with the board of directors' proposal to amend the articles of association with regard to the Company name. According to the new articles of association, the Company's company name is BrightBid Group AB (publ). The purpose of the change is that Speqta was previously a collective name for different types of activities conducted by Speqta AB (publ) and after the acquisition of BrightBid AB, the Company has only one type of business.
The information was submitted for publication, through the agency of the contact person set out below, on May 17th 2024 at 15:55 CEST.
For additional information
Gustav Norberg, CFO Speqta AB
Mobile: +46 (0) 72 084 85 48
E-mail: info@speqta.com
www.speqta.com
About Speqta
Speqta is an Adtech company that enables online advertisers to optimise their marketing through data and AI. The company’s SaaS service BrightBid (including Bidbrain) is a tool to give customers the best possible results and bridge different ad platforms. Speqta is listed on Nasdaq First North Premier Growth Market in Stockholm under the ticker “SPEQT”. Redeye AB serves as the company’s Certified Adviser.
