Communication from Polymer Factory Sweden AB’s Annual General Meeting 2024
Annual General Meeting in Polymer Factory Sweden AB (publ) was held 5 June 2024, 13.00 at the Company’s premises. Summarized below are the most important decisions from the Annual General Meeting.
Adoption of the profit and loss statement and the balance sheet
The Annual General Meeting adopted the profit and loss statement and the balance sheet for the Company for the financial year 2023.
The company’s profits or losses according to the adopted balance sheet
The Annual General Meeting resolved that the Company’s results shall be carried forward in new account and that no dividend shall be paid for the financial year 2023.
The members of the board of directors’ and the CEO’s discharge from liability
The Annual General Meeting resolved that the Board of Directors and the CEO shall be discharged from liability for the financial year 2023. It was noted that the persons concerned, in so far as they were included in the voting list, did
not participate in the resolution so far as they were concerned.
Determination of the fees payable to the members of the board of directors and the auditor
In accordance with the Nomination committee’s proposal, the Annual General Meeting resolved that the fees to the Board of Directors, until the end of the next annual general meeting, shall amount to SEK 155,000 to be distributed between the members of the Board of Directors who are not employed by the Company or related party to an employee of the Company.
The Annual General Meeting also resolved that fees to the auditor are paid in accordance with approved invoices and customary billing standards.
Election of members of the board of directors and auditor
The meeting could not unite concerning the election of the new Board of Directors. It was unanimously decided to adjourn the matter to an extraordinary general meeting to resolve the issues. Until the extraordinary general meeting, the Board remains in its current form.
In accordance with the Nomination committee’s proposal, the Annual General Meeting resolved to re-elect as auditor registered the auditing company PwC, represented by Niclas Bergenmo as the principal auditor.
Nomination Committee
It was resolved, in accordance with the Nomination Committee’s proposal, that the Nomination Committee for the 2025 Annual General Meeting shall be appointed no later than six months before the 2025 annual general meeting, where representatives of the three largest shareholders are primarily offered seats. The representative from one of the company's largest owners shall be the chairperson of the nomination committee, unless otherwise determined within the nomination committee. The Nomination Committee's work shall comply with the Swedish Code of Corporate Governance and the rules of procedure established by the General Meeting.
Authorization for the Board of Directors to resolve on new share issues
The Annual General Meeting resolved, in accordance with the Board’s proposal, to authorize the Board, at one or more occasions, during the time up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, to resolve to issue new shares, convertibles and/or warrants. Issues may be made with or without provisions regarding payment in kind or through set-off or other provisions. The total number of shares that may be issued pursuant to the authorization (alternatively be issued through conversion of warrants and/or exercise of convertibles) shall not exceed 5,000,000 shares, which corresponds to an aggregate dilution of approximately 32 per cent calculated on the number of outstanding shares in the company. The purpose of the authorization is to increase the financial flexibility of the Company and the general flexibility of the Board of Directors. To the extent an issue is made with deviation from the shareholders’ preferential rights, the issue should be made on market terms (subject to customary new issue discount, as applicable).
The Board of Directors, the CEO, or the person that the Board appoints, shall have the right to make any adjustments in the decision required for registration. It was noted that the resolution was unanimous.