Report from the Annual General Meeting of Speqta AB (publ) on 18 May 2021
At the annual general meeting (the “AGM”) of Speqta AB (publ), reg. no 556710-8757, (the “Company”), held by voting beforehand (postal voting) on 18 May 2021 the AGM adopted, inter alia, the following resolutions. For more detailed information regarding the contents of the resolutions, please refer to the notice to the AGM and the complete proposals, 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.
The AGM resolved that no dividends shall be paid for the financial year 2020 and that the net profit shall be carried forward.
The AGM also discharged the board members and the managing director from liability for the financial year 2020.
Election of board members and auditor
The AGM resolved that the board of directors shall consist of six ordinary board members without deputies.
For the period until the end of the next annual general meeting the AGM re-elected the present board members Fredrik Burvall, Andreas Friis, Lisa Gunnarsson, André Lavold and Pär Sundberg, and to elect Jari Piiponniemi as new ordinary board member. Fredrik Burvall was re-elected as chairman of the board of directors.
The AGM resolved to elect the registered audit firm PricewaterhouseCoopers AB (PwC), which has appointed Niklas Renström as auditor in charge, as auditor for the period until the end of the next annual general meeting.
Remuneration to the board of directors and auditor
The AGM decided that remuneration to the board of directors shall remain unchanged and shall be SEK 530,000 to be distributed as follows: the chairman of the board of directors is entitled to remuneration of SEK 130,000 and other members of the board of directors is entitled to remuneration of SEK 80,000 per board member. Remuneration for work in the audit committee shall be SEK 35,000 to the chairman and SEK 25,000 to each of the other members of the committee. Remuneration for work in the remuneration committee shall be SEK 30,000 to the chairman and SEK 20,000 to each of the other members of the committee. The nomination committee’s proposal entails unchanged remunerations to the chairman of the board of directors, other members of the board of directors and to the board of directors’ committees.
The AGM decided that remuneration to the auditor shall be paid according to approved invoice.
Incentive Program 2021/2024 A and Incentive Program 2021/2024 B
The AGM resolved to implement the Incentive Program 2021/2024 A by issuance of not more than 300,000 warrants of series 2021/2024 A. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, belong to the wholly-owned subsidiary Mytaste Brands AB who shall transfer the warrants to certain members of the board of directors in accordance with the resolutions. The warrants are issued to the subsidiary without consideration and subscription for the warrants shall be made during the period up to and including 18 June 2021. An application to acquire warrants shall be made shall be made no later than 25 June 2021. Subscription for shares through exercise of the warrants shall be made from the period commencing on 26 June 2024 up to and including 26 September 2024. Each warrant entitles the holder to subscribe for one (1) share in the Company at an exercise price corresponding to 150 percent of the volume-weighted average price for the Company’s share on Nasdaq First North during the period commencing on 19 May 2021 up to and including 1 June 2021. However, the exercise price may not be less than the share’s quota value. Day without price quotation shall not be included in the assessment. Upon exercise of all warrants, a maximum of 300,000 shares may be issued, which is equivalent to approximately 0.45 percent of the total number of outstanding shares and votes in the Company. Upon full exercise of the warrants, the Company’s share capital will increase with SEK 150,000.
The AGM resolved to implement the Incentive Program 2021/2024 B by issuance of not more than 1,150,000 warrants of series 2021/2024 B. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, belong to the wholly-owned subsidiary Mytaste Brands AB who shall transfer the warrants to certain members of the board of directors in accordance with the resolutions. The warrants are issued to the subsidiary without consideration and subscription for the warrants shall be made during the period up to and including 18 June 2021. An application to acquire warrants shall be made during the period commencing on 2 June 2021 up to and including 6 June 2021. The board of directors is, however, entitled to extend or postpone the period of application to acquire warrants, however, no later than up to and including 25 June 2021. Subscription for shares through exercise of the warrants shall be made from the period commencing on 26 June 2024 up to and including 26 September 2024. Each warrant entitles the holder to subscribe for one (1) share in the Company at an exercise price corresponding to 150 percent of the volume-weighted average price for the Company’s share on Nasdaq First North during the period commencing on 19 May 2021 up to and including 1 June 2021. However, the exercise price may not be less than the share’s quota value. Day without price quotation shall not be included in the assessment. Upon exercise of all warrants, a maximum of 1,150,000 shares may be issued, which is equivalent to approximately 1.71 percent of the total number of outstanding shares and votes in the Company. Upon full exercise of the warrants, the Company’s share capital will increase with SEK 575,000.
Authorization for the board of directors to decide on share issues, issues of warrants and/or convertibles
The AGM resolved to authorize the board of directors to resolve, for the period until the end of the next annual general meeting, at one or more occasions, with or without deviation from the shareholders’ preferential rights, to issue new shares, warrants and/or convertibles for cash payment and/or with provision of non-cash consideration or set-off or otherwise with a condition.
Upon exercise of this authorisation to carry out new issue of shares for the purpose to pay additional purchase price related to the acquisition made no later than as of the publication date of this resolution proposal and which shall be paid through issuance of shares in the Company, the increase of the share capital and number of shares in the Company shall not be limited otherwise than the limits for the share capital and number of shares set out in the articles of association, as adopted from time to time. For other issuance made under this authorization, shall, however, neither the share capital nor the number of additional shares, or shares that may be added by exercising issued warrants and/or convertibles, generate a dilution exceeding 20 percent of the share capital and number of shares based on the share capital and number of shares in the Company as of the date of the annual general meeting 2021.
Resolution on amendment of the articles of association
In the light of future changes in the Swedish Companies Act (2005:551) regarding the notice procedure the AGM resolved to amend the articles of association in accordance with the board of directors’ proposal.
The information was released for public disclosure through the agency of the contact persons set out below 13:45 CET on May 18, 2021.
For further information, please contact:
Fredrik Lindros
CEO Speqta AB (publ)
fredrik.lindros@speqta.com
+46 723 10 66 66
About Speqta
Speqta offers the best performance-based lead generating platforms using data and AI and to grow organically as well as through acquisitions in new and existing markets. Speqta has two business areas Speqta AdTech and Speqta Content & Comparison. The company is listed on Nasdaq First North Premier Growth Market in Stockholm under the ticker “speqt”. The company’s Certified adviser is Västra Hamnen Corporate Finance AB, telephone number: +46 40 20 02 50, e-mail: ca@vhcorp.se