Bulletin from the Annual General Meeting 2023 of Formpipe Software AB (publ)
Resolution on allocation of the company’s results and discharge from liability
The Annual General Meeting (“AGM”) resolved, in accordance with the Board of Directors’ proposal, that the year’s result shall be carried forward and that no dividend shall be paid for the financial year 2022. The members of the Board of Directors and the CEO were discharged from liability for the financial year 2022.
Election of Board members, Chairperson of the Board of Directors, auditor and remuneration
The AGM resolved, in accordance with the Nomination Committee’s proposal, on the following:
That the remuneration is set to SEK 450,000 for the Chairperson of the Board of Directors and to SEK 200,000 each for the other members of the Board of Directors that are elected by the general meeting and are not employees in the company (i.e. a total remuneration to the Board of Directors of SEK 1,450,000).
That fees for the auditor are paid in accordance to invoice.
That the Board of Directors shall consist of six members, and to re-elect Annikki Schaeferdiek, Åsa Landén Ericsson, Martin Bjäringer, Peter Gille and Johan Stakeberg and to elect Erik Ivarsson as members of the Board of Directors. Annikki Schaeferdiek was re-elected as the Chairperson of the Board of Directors.
To, in accordance with the Remuneration Committee’s recommendation, re-elect the auditing firm PricewaterhouseCoopers AB as the auditors of the company until the end of the AGM held in 2024. PricewaterhouseCoopers AB has announced that it intend to appoint the authorised auditor Erik Bergh as the principal auditor.
Principles for appointment of the Nomination Committee and instruction to the Nomination Committee
The AGM resolved, in accordance with the Nomination Committee’s proposal, on principles for appointment of the Nomination Committee and instruction to the Nomination Committee.
Approval of the of Remuneration Report
The AGM resolved, in accordance with the Board of Directors’ proposal, to approve the Board of Directors’ Remuneration Report for 2022.
The Board of Directors’ proposal to authorise the Board of Directors to resolve on issues of shares and/or convertibles
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to, within the limits of the articles of association, until the next AGM, on one or more occasions, resolve to issue new shares and/or convertibles. The Board of Directors is authorised to resolve on issues to the extent that the company's share capital may be increased by an amount equal to not more than 10 percent of the registered share capital at the time of the 2023 AGM.
The Board of Directors’ proposal to authorise the Board of Directors to acquire and dispose of treasury shares
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board, for the period until the next AGM, on one or more occasions, to acquire and/or dispose of the company's shares. Purchases may be made of as many shares that the company's holding does not exceed 10 percent of all shares of the company.
The Board of Directors’ proposal to authorise the Board of Directors to re-purchase warrants
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period until the next AGM, on one or more occasions, to resolve to repurchase, at the current market price, up to 50 percent of the total of 500,000 warrants issued as resolved by the AGM 2020. The warrants that are subject to the resolution, entitles its holder to subscribe for new shares in the company for SEK 29.95 per share during the period from and including 15 May 2023 up to and including 26 May 2023. A repurchase of the warrants as above shall be conditional upon each individual warrant holder who wish to have warrants repurchased using an equivalent amount of the invested warrants to subscribe for new shares.
Further, the AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors, during the period until the next AGM, on one or more occasions, to resolve to repurchase, at the current market price, up to 50 percent of the total of 500,000 warrants issued as resolved by the AGM 2021. The warrants that are subject to the resolution, entitles its holder to subscribe for new shares in the company for SEK 42.53 per share during the period from and including 13 May 2024 up to and including 24 May 2024. A repurchase of the warrants as above shall be conditional upon each individual warrant holder who wish to have warrants repurchased using an equivalent amount of the invested warrants to subscribe for new shares.
For additional information, contact:
Christian Sundin, President and CEO of Formpipe, +46 705 67 73 85
Annikki Schaeferdiek, Chairperson of the Board, +46 70 667 52 14
This is a translation of the original Swedish version. In the event of any discrepancies between the two versions, the original Swedish version shall take precedence.
This information is insider information that Formpipe Software AB (publ) is obliged make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above, at 12:30 28 April 2023.
