Bulletin from the Annual General Meeting of Formpipe Software AB held 27 April 2022
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 0.70 per share shall be paid in dividend to the shareholders for the financial year 2021 and that the record date for the dividend shall be 29 April 2022. The dividend is expected to be distributed by Euroclear Sweden AB on 4 May 2022. The members of the Board of Directors and the CEO were discharged from liability for the financial year 2021.
Election of Board members, Chairperson of the Board, 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 and SEK 200,000 each for the other members of the Board that are elected by the general meeting and are not employees in the company (i.e. a total remuneration to the Board 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, to re-elect Annikki Schaeferdiek, Åsa Landén Ericsson, Peter Lindström and Martin Bjäringer, and to elect Peter Gille and Johan Stakeberg as members of the Board. Annikki Schaeferdiek was elected as the Chairperson of the Board. Erik Syrén and Bo Nordlander have declined re-election.
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 2023. PricewaterhouseCoopers AB has announced that it intend to appoint the authorised auditor Erik Bergh as the principal auditor.
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 2021.
The Board’s proposal to authorise the Board to resolve on issues of shares and/or convertibles
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board 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 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 2022 AGM.
The Board's proposal to authorise the Board 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’s proposal regarding incentive program 2022/2025 through the issue of warrants
The AGM resolved, in accordance with the Board of Directors’ proposal, to implement incentive program 2022/2025 through a directed issue of a maximum of 500,000 warrants of series 2022/2025. Right to subscribe for the warrants shall without exemption belong to all employees of the company. Employees of the company shall be guaranteed allotment of not less than 1,800 warrants per subscriber. The warrants are issued at a price equal to market value of the warrants, calculated by using the Black & Scholes warrant valuation model. Each warrant entails a right to subscribe for one new share in the company. The subscription price when exercising a warrant shall be 120 percent of the average volume weighted price paid for the company’s share on Nasdaq Stockholm during the period from 25 April 2022 up to and including 29 April 2022. The warrants may be exercised by application for subscription for new shares during the period from and including 12 May 2025 up to and including 23 May 2025. The maximum dilution effect of incentive program 2022/2025 is estimated to maximum approximately 0.9 percent of the total number of shares and votes in the company, provided that the warrants are fully subscribed for and exercised.
The Board’s proposal to authorise the Board to re-purchase warrants
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board, 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 2019. The warrants that are subject to the resolution, entitles its holder to subscribe for new shares in the company for SEK 25.79 per share during the period from and including 9 May 2022 up to and including 20 May 2022. 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, 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.
The Board’s proposal regarding amendment of the Articles of Association
The AGM resolved, in accordance with the Board of Directors’ proposal, on an amendment to the Articles of Association § 11. The amendment allows the Board to resolve that the shareholders shall be able to exercise their right to vote by post before a general meeting in accordance with the procedure stated in Chapter 7, Section 4a, of the Swedish Companies Act.
For additional information, contact:
Christian Sundin, President and CEO of Formpipe, +46 705 67 73 85
Annikki Schaeferdiek, Chairman of the Board, +46 70 667 52 14
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 16:30 CEST, 27 April 2022.
