Bulletin from the Annual General Meeting 2024 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 SEK 0.50 per share shall be paid in dividend to the shareholders for the financial year 2023, divided over two payment occasions, and that the record date for the first payment of SEK 0.25 shall be 29 April 2024, and the record day for the second payment of SEK 0.25 shall be 7 November 2024. Payment of the dividends is expected to be distributed by Euroclear Sweden AB three banking days after respective record date.
The members of the Board of Directors and the CEOs were discharged from liability for the financial year 2023.
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 520,000 to the Chairperson of the Board of Directors and to SEK 220,000 each for the other members of the Board of Directors that are elected by the general meeting and are not employees of the company (i.e. a total remuneration to the Board of Directors of SEK 1,620,000).
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, Johan Stakeberg and 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 2025. 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 2023.
Resolution on guidelines for remuneration to senior executives
The AGM resolved, in accordance with the Board of Directors’ proposal, on guidelines for remuneration to senior executives. The guidelines essentially correspond to the previous guidelines but with the adjustment that the upper limit for variable cash renumeration has been changed from a maximum of 40 percent to a maximum of 50 percent of the fixed annual cash salary. In addition, the maximum notice period and severance pay are also adjusted.
Resolution on the introduction of a long-term performance-based incentive program 2024 for employees within the group
The AGM resolved, in accordance with the Board of Directors' proposal, to introduce a long-term performance-based incentive program for employees within the group (LTI 2024), as well as issuance and transfer of warrants to ensure the delivery of shares to the participants in the program.
The program shall include a maximum of 11 current and future senior executives and other key employees in the group. To participate in LTI 2024, the participant must have a personal shareholding in the company and such investment shares shall be allocated to LTI 2024. Each investment share entitles to four performance share rights, which are allocated free of charge to the participants. After a vesting period of approximately three years, each performance share right will give the participant the right to acquire a share in the company, provided that certain performance requirements are met and that the participant is still employed in the group. The maximum number of shares that can be acquired with the support of performance share rights amounts to a maximum of 286,000 shares.
To ensure delivery of shares under LTI 2024, a maximum of 286,000 warrants will be issued to the company, or a subsidiary designated by the company. Each warrant entitles to subscribe for one share in the company until 31 December 2027, at a subscription price corresponding to the quota value of the shares.
Resolution on authorisation for 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 2024 AGM.
Resolution on authorisation for 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 of Directors, 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.
Resolution on authorisation for 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 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.
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 2022. The warrants that are subject to the resolution, entitles its holder to subscribe for new shares in the company for SEK 42.36 per share during the period from and including 12 May 2025 up to and including 23 May 2025. 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.
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.
The information was submitted for publication through the agency of the contact persons set out above, at 20:00 CEST 25 April 2024.
Formpipe builds valuable relationships between data and people. Driven by our core values, since 2004 we have developed premium software that provides you with the right information, in the right context, at the right time. Every time. We help over 5,500 clients worldwide to digitize and automate business processes. Together with our customers and partners, we co-create a digital society where people thrive. We have offices in Sweden, Denmark, United Kingdom, USA and Germany. Formpipe Software is a publicly listed company on Nasdaq Stockholm.
