Annual General Meeting in Realfiction Holding AB
The Annual General Meeting in Realfiction Holding AB held today decided in accordance with the board’s and shareholders’ proposals and the following resolutions were adopted.
Resolution on adoption of the financial statements, disposal of the result and discharging the Board members and the CEO from liability
The Meeting adopted income statements, balance sheets and the proposal of the Board of Directors and the CEO that no dividend is to be distributed for the financial year 2022 and that the loss for the year should be carried forward. The Meeting furthermore discharged the Board members and the CEO from liability vis-à-vis the Company.
Board of Directors and Auditors
The Meeting re-elected Michael Kjær, Søren Jørgensen, Lars Bentsen Møller, Clas Dyrholm and Peter Simonsen as ordinary board members.
Michael Kjær was re-elected as Chairman of the Board.
Directors’ fees were set at an amount of DKK 150,000 per year to the Chairman and DKK 75,000 per year to each of the other board members.
Election of the accounting firm Mazars AB was resolved for a one year period of mandate, consequently up to and including the Annual General Meeting 2024, whereby the accounting firm has informed that authorised public accountant Anders O Persson will be the auditor in charge. Fees to the auditors will be paid in accordance with approved invoices.
Resolution on authorisation for the Board of Directors regarding new issues
The Board of Directors was authorised to, at one or several occasions during the time up until the next Annual General Meeting, resolve on issuance of new shares, share option rights and/or convertibles up to 15 per cent of the total amount of outstanding shares at the time when the Board used the authorization for the first time. The CEO was authorised to make such minor formal adjustments of the resolution as might be necessary in connection with registration with the Swedish Companies Registration Office.
Resolution on (A) option program for the CFO; and (B) directed issue of warrants and approval of transfer of warrants
The Annual General Meeting resolved in accordance with the board’s proposal on (A) option program for the CFO; and (B) directed issue of warrants and approval of transfer of warrants.
The option program shall comprise a maximum of 55,000 options and each option entitles the holder a right to acquire one new share in the company at an exercise price amounting to SEK 13. The options are allotted without consideration and are vested with 1/36 each month after the date of allotment. Allotted and vested options can be exercised during 30 days from the day following after the announcement of the company’s quarterly reports, the first time after the announcement of the quarterly report for the second quarter of 2026 and the last time after the announcement of the quarterly report for the first quarter of 2030. If the company does not render any quarterly report or year-end report after the end of any calendar quarter, the allotted and vested options may instead be exercised during the last month of the following calendar quarter, the first time in September 2026 and the last time in June 2030.
To enable the company’s delivery of shares under the option program, the Annual General Meeting also resolved on a directed issue of warrants to a wholly owned subsidiary of the company. The subsidiary may thereafter transfer warrants to the participant upon exercise of options.
In the event all warrants that are issued in relation to the option program are exercised for subscription of shares, a total of 55,000 shares will be issued.
Helsingborg, 21 June 2023
Realfiction Holding AB
The Board of Directors
