Information from Annual General Meeting 2024 in Pricer AB
Pricer AB held its Annual General Meeting (the “AGM”) on 7 May 2024. The following main decisions were made:
Adoption of the income statements and the balance sheets
The AGM resolved to adopt the income statement and the balance sheet and the consolidated income statement and the consolidated balance sheet for the financial year 2023.
Dividend
The AGM resolved, in accordance with the Board’s proposal, that no dividend shall be paid for the financial year 2023 and that the company’s available funds shall be balanced in a new account.
Discharge from personal liability
The members of the Board of Directors and the CEO were discharged from personal liability for the financial year 2023.
Board of Directors and auditor
The AGM resolved that the Board shall be composed of six directors with no deputy. The AGM resolved on re-election of Board members Bernt Ingman, Ole Mikael Jensen, Emil Ahlberg, Torbjörn Möller and Jenni Virnes and election of Linda Pimmeshofer. Bernt Ingman was elected as Chairman of the Board.
Fees to the directors, for the coming term, were set to SEK 650,000 to the Chairman of the Board and SEK 325,000 to each of the other directors elected by the general meeting who are not employed by the company. An additional fee of SEK 50,000 will be paid to each of the Chair and any ordinary member of the audit committee.
The registered accounting firm Ernst & Young AB, with Jakob Wojcik as principal auditor, was re-elected for the period until the end of the next AGM. It was resolved that remuneration to the auditor should be paid according to invoices approved by the company.
Principles for appointment of the nomination committee
The AGM resolved, in accordance with the nomination committee’s proposal, on principles for appointment of the nomination committee before the AGM 2025.
Remuneration report
The AGM resolved to approve the Board’s remuneration report.
Long term incentive program in the form of warrants for certain employees
The AGM resolved, in accordance with the Board’s proposal, to adopt an incentive program in the form of warrants for certain employees in the Pricer Group, whereby warrants will be issued without payment of any consideration to the company which will thereafter transfer the warrants to employees of the group for the warrants market price.
In total, 400,000 warrants will be issued to enable allotment, corresponding to approximately 0.24 percent of the currently outstanding shares in the company. Each warrant shall entitle the holder to subscribe for one new class B share in the company at an exercise price equal to 130 percent of the volume-weighted average price of the company’s class B share on Nasdaq Stockholm during the period of ten trading days falling immediately before the offer for subscription of the warrants, however as a minimum the quota value of the share. Subscription for shares based upon warrants may take place during the period commencing on 1 August 2027 (however not earlier than the day after the publication of the company's interim report for the period Q2 2027) and up to and including 1 September 2027.
Authorisation for the Board to resolve to issue new shares
The AGM resolved, in accordance with the Board’s proposal, to authorise the Board to resolve to issue new Class B shares at a number that does not exceed 10 percent of the total number of outstanding Class B shares at the time of utilisation of the authorisation.
Authorisation for the Board to resolve on transfer of own shares
The AGM resolved, in accordance with the Board’s proposal, to authorise the Board to resolve on transfers of own shares. The maximum number of shares that may be transferred is the total number of own shares held by the company at the time of the Board’s resolution to transfer the shares.
For more detailed information, please see the complete notice to the AGM and the complete proposals at the company’s website, www.pricer.com.
For further information, please contact:
Magnus Larsson, President and CEO, +46 704 316851
Claes Wenthzel, Acting CFO, +46 70 862 01 22
Every care has been taken in the translation of this document. In the event of discrepancies, the Swedish original will supersede the English translation.
About Pricer
Pricer is a leading global technology company serving the rapidly growing smart retail market with in-store digital solutions that enhance both store performance and the shopping experience. Through electronic shelf labels, advanced technology, such as optical wireless communication and AI, and continuous innovation, Pricer offers the foundation for in-store communication and efficiency. The industry-leading Pricer platform delivers benefits from 30 years of deployment experience and is fast, robust, interconnectable and scalable. Pricer was founded in Sweden in 1991 and is listed on Nasdaq Stockholm. For further information, please visit www.pricer.com