Report from the Annual General Meeting of Speqta AB (publ) on 25 May 2022
At the annual general meeting (the “AGM”) of Speqta AB (publ), reg. no 556710-8757, (the “Company”), on 25 May 2022 the AGM adopted, inter alia, the following resolutions. The meeting was held only by postal voting in accordance with temporary legislation. 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 2021.
The AGM resolved, in accordance with the board of directors’ proposal and approval of the auditor, that of the funds at the disposal to the annual general meeting of SEK 384,290,486, a total of SEK 316,405,080, corresponding to SEK 4.80 per share, shall be paid to the shareholders in dividend and that the remaining SEK 67,885,406 shall be carried forward to new account. The record date for the dividend is 30 May, 2022, and the dividend is expected to be distributed through Euroclear Sweden AB on 2 June, 2022.
The AGM further resolved to discharge the board of directors and the managing director from liability for the financial year 2021.
Election of board of directors and auditor
The AGM resolved that the board of directors shall consist of five ordinary board members without deputies.
The AGM re-elected the present board members Fredrik Burvall, Andre Lavold, Lisa Gunnarsson and Jari Piiponniemi and elected Errol Koolmeister as new board member for the period until the end of the next annual general meeting. Fredrik Burvall was re-elected as chairman of the board of directors.
The AGM resolved to elect the registered auditing 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 resolved that remuneration to the board of directors shall be, in total, SEK 850,000 to be distributed as follows: the chairman of the board of directors is entitled to remuneration of SEK 250,000 and other members of the board of directors is entitled to remuneration of SEK 150,000 per board member. 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.
Reverse share split and amendment of the articles of association
The AGM resolved, in accordance with the board of directors’ proposal, on a reverse share split, whereby ten (10) existing shares is consolidated into one (1) new share (reverse share split 1:10). To enable the reverse share split, the AGM also resolved to amend the limits of the share capital and number of shares in the articles of association. The board of directors was authorized to determine the record date for the reverse share split.
Further information on the reverse share split, including record date, will be announced as soon as the board of directors has resolved upon record date for the reverse share split.
Incentive Program 2022/2025 A and Incentive Program 2022/2025 B
The AGM resolved, in accordance with major shareholders’ proposal, to implement Incentive Program 2022/2025 A by issuance of not more than 70,000 warrants of series 2022/2025 A considering the resolution on reverse share split. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, belong to the Company who shall transfer the warrants to certain members of the board of directors in accordance with the resolutions. The warrants are issued to the to the Company without consideration and subscription for the warrants shall be made during up to and including 30 June 2022. An application to acquire warrants shall be made from the period commencing on 4 July 2022 up to and including 8 July 2022. Subscription for shares through exercise of the warrants shall be made from the period commencing on 9 July 2025 up to and including 9 October 2025. Each warrant entitles the holder to subscribe for one (1) share in the Company at an exercise price corresponding to 130 percent of the volume-weighted average price for the Company’s share on Nasdaq First North Growth Market during the period commencing on 20 June 2022 up to and including 1 July 2022 (however, not 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 70,000 shares may be issued considering the resolution on reverse share split, corresponding to a dilution of approximately 1.1 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 350,000.03 based on the quota value after the resolution on reverse share split.
The AGM resolved, in accordance with major shareholders’ proposal, to implement the Incentive Program 2022/2025 B by issuance of not more than 210,000 warrants of series 2022/2025 B considering the resolution on reverse share split. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, belong to the Company who shall transfer the warrants to current and future members of the group management, other executives and key employees in accordance with the resolutions. The warrants are issued to the Company without consideration and subscription for the warrants shall be made up to and including 30 June 2022. An application to acquire warrants shall be made during the period commencing on 4 July 2022 up to and including 8 July 2022. However, the board of directors is entitled to extend or postpone the notification period for acquisition and to specify a corresponding notification period for new employees whose acquisition takes place after the end of the initial notification period. Subscription for shares through exercise of the warrants shall be made from the period commencing on 9 July 2025 up to and including 9 October 2025. Each warrant entitles the holder to subscribe for one (1) share in the Company at an exercise price corresponding to 130 percent of the volume-weighted average price for the Company’s share on Nasdaq First North during the period commencing on 20 June 2022 up to and including 1 July 2022 (however, not 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 210,000 shares may be issued considering the resolution on reverse share split, corresponding to a dilution of approximately 3.1 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 1,050,000.08 based on the quota value after the reverse share split.
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 10 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.
The information was released for public disclosure through the agency of the contact persons set out below on 25 May 2022, at 11:00 CEST.
For further information:
Fredrik Lindros
CEO Speqta AB (publ)
fredrik.lindros@speqta.com
+46 723 10 66 66
www.speqta.com
About Speqta
Speqta is an Adtech company that offers traffic generating services in eCommerce using data and AI. The company has two services: The Affiliate network Shopello and the SaaS service Bidbrain, and 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.
