Announcement from the Annual General Meeting of Talkpool AG Friday, May 15, 2020
The Chairman of the Board of Directors, Magnus Sparrholm opened the Annual General Meeting of Talkpool AG. He introduced the consolidated financial statements highlighting net revenues for 2019 of EUR 21.233 million and a net loss of EUR 3.376 million.
The Annual General Meeting resolved the annual report to carry forward a loss of CHF 3’141’856 for the parent company Talkpool AG in 2019. After appropriation of the annual loss, the total loss carry forward amounts to CHF 5’483’166 in the parent company.
All Board members and the President were discharged from liability for the past fiscal year. The Board members Magnus Sparrholm and Stan Schroeder were re-elected. Magnus Sparrholm was re-elected Chairman of the Board. Oliver Guggenheim, Dennis Rubner and from 1st of September 2020 Jaap Groot were elected as new board members. Grant Thornton was elected as new auditor.
The Annual General Meeting resolved on the remuneration of the Board up to and including the end of the AGM 2021, in accordance with previous years, that each member receives CHF 1'000 (Swiss Frank) per month. Chairman of the Board Magnus Sparrholm, however, waives his directors' fees. The total amount of the board remunerations is set to a maximum of CHF 60,000. Stan Schroeder was re-elected, and Magnus Sparrholm was newly elected as responsible for formulating guidelines for remuneration to senior executives in accordance with the Board's proposal. The Board of Directors meets in person four times a year, but this might be reduced in favour of additional remote meeting due to Covid-19. It was decided that management should receive a maximum of CHF 500'000 per year fixed salary and a maximum of CHF 79'000 variable salary.
The Annual General Meeting further resolved to amend the Articles of Association. The Board of Directors were authorized to issue a maximum of 2'465'392 authorized shares. A maximum of 1'500'000 of these shares may be issued at a maximum price of SEK 15 per share. In addition, the Meeting authorized conditional capital of maximum 2'465'392 shares. These conditional shares are primarily intended to convert loans, bonds or similar into equity. Since legally necessary additions were introduced to the conditional shares paragraph after the invitation, the entire amendment was read out loud and the general assembly voted separately on each part and on the whole change. The general assembly resolved to authorize the Board of Directors to decide on one or more occasions and with or without deviation from the shareholders' preferential rights and within the framework of the Articles of Association applicable at any given time, decide on the issue of shares and / or subscription options and convertibles. The terms of the issue must be determined in accordance with current market conditions. The authorization includes the right to decide on the issue with conditions that payment can be made in cash, via postage, through set-off or otherwise be combined with terms.
This is a simplyfied summary. Complete Minutes of Meeting and the Public Deed will be published on Talkpool's homepage latest on Tuesday 19 May.
For more information, please contact:
Erik Strömstedt, CEO Talkpool
Tel: +41 81 250 2020
erik.stromstedt@talkpool.com
Talkpool provides IoT solutions and telecommunication network services globally. Through its cutting-edge technical expertise, long experience and agile business model, Talkpool offers global telecom vendors and operators high-quality services on short notice no matter the location. Talkpool offers end-to-end IoT solutions for smart buildings and cities with focus on environmental control, energy saving and damage prevention For more information, visit www.talkpool.com.