Announcement from 20th Annual General Meeting
Communiqué from AGM on 8th of June 2022
TalkPool AG (CHE-109.047.379) held its ordinary annual shareholder’s meeting on Wednesday the 8th of June 2022. The shareholder’s meeting resolved to:
The Chairman of the Board of Directors, Magnus Sparrholm opened the Annual General Meeting (AGM) of Talkpool AG. The Chairman concluded that 2’149’214 shares, 31.71% of the total shares were represented in this AGM, which is fully functional.
The auditor Grand Thornton, represented by Hermann Caspers, presented its findings. The audit is part of the annual report.
The CEO Erik Strömstedt presented statutory accounts for Talkpool AG, which is the parent company of Talkpool Group. The consolidated income statement highlights:
- Net sales amounted to EUR 24 502 thousand (21 221), a 15% growth
- EBITDA of EUR 1 139 thousand (957) and EBITDA margin of 4.6 percent (4.5), a 16% growth
- EBIT of EUR 727 thousand (492) and EBIT margin of 2.9 percent (2.3) a 48% growth
- Earnings after tax of negative EUR 334 thousand (-986)
The Annual Accounts and the Remuneration Report for 2021 were approved unanimously.
The AGM (Annual General Meeting) resolved the annual report to carry forward a loss of CHF 1‘784‘417 for the parent company Talkpool AG. Approximately CHF 1.5 million of the loss stems from asset write-offs. After appropriation of the annual loss, the total loss carry forward amounts to CHF 8‘739‘394 in the parent company.
The Articles of Association were amended in this AGM. This is in line with swiss praxis to issue authorized shares every second year. It was decided to
- empower the board of directors to issue 3’389’040 authorized shares within two years whereby shareholder rights are exempted
- empower the board to issue 3’389’040 conditional shares whereby shareholder rights are exempted
All Board members and the President were discharged from liability for the past fiscal year. The Board members Dr. Nico Tschanz, Oliver Guggenheim, Stan Schroeder and Magnus Sparrholm were re-elected. No new board members were elected. Magnus Sparrholm was re-elected Chairman of the Board. Grant Thornton was reelected as auditor.
Stan Schroeder and Magnus Sparrholm were re-elected as responsible for formulating guidelines for remuneration to senior executives in accordance with the Board's proposal. The Board of Directors generally meet in person four times a year, but this has been reduced in favour of additional remote meetings.
The Annual General Meeting resolved on the remuneration of the Board up to and including the end of the AGM 2023, in accordance with previous years, that each member receives CHF 1'000 (Swiss Frank) per month. The 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 50’000. It was decided that management (new including CFO Erika Loretz) should receive a maximum of CHF 600'000 per year total salary until the AGM in 2023 and a maximum of CHF 60'000 variable salary for 2022.
This is a simplyfied summary published immediately after the AGM. Complete Minutes of Meeting and eventually also the Public Deed will be published on Talkpool's homepage www.talkpool.com.
