Report from the annual general meeting in Bambuser AB on 26 April 2024
At the annual general meeting (the “AGM”) in Bambuser AB, reg. no. 556731-3126, (the “Company”), on 26 April 2024, the AGM adopted, inter alia, the following resolutions. For more detailed information regarding the contents of the resolutions, please refer to the notice to the AGM and the complete proposals, which have previously been published and are available on the Company’s website, https://ir.bambuser.com/corporate-governance/general-meeting.
Adoption of the income statement and balance sheet, allocation of the Company’s result and discharge from liability
The AGM adopted the Company’s income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2023.
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend is paid for the financial year 2023 and that the Company’s available funds shall be carried forward to new account.
The AGM further resolved to discharge the board members and the managing director from liability for the financial year 2023.
Election of board members and auditor
The AGM resolved, in accordance with the nomination committee’s proposal, that the number of board members shall be six (6) without deputies and that one (1) registered auditing firm shall be elected as auditor.
For the period until the end of the next annual general meeting the AGM re-elected, in accordance with the nomination committee’s proposal, the present board members Joel Citron, Carl Kinell, Niclas Lindlöf, Mark Lotke, Cecilia Lager and Iris Epple-Righi. Sonia Lasry (Gardner) had declined re-election. Joel Citron was re-elected as chairman of the board.
The AGM further resolved, in accordance with the nomination committee’s proposal, to re-elect the registered auditing firm Mazars AB as the Company’s auditor for the period until the end of the next annual general meeting. The auditing firm Mazars AB has informed that Michael Olsson will remain as auditor in charge.
Remuneration to the board of directors and auditor
The AGM resolved, in accordance with the nomination committee’s proposal, that remuneration to the board of directors shall be SEK 250,000 each to the board members Iris Epple-Righi, Carl Kinell and Cecilia Lager.
The AGM resolved, in accordance with the nomination committee’s proposal, that remuneration for work in the audit committee shall be SEK 75,000 to the chairman and SEK 50,000 to each of the other members of the committee. Remuneration for work in the remuneration committee shall be SEK 50,000 to the chairman and SEK 25,000 to each of the other members of the committee.
The AGM further resolved, in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved invoice.
Resolution on issue of warrants and implementation of long-term incentive program 2024
The AGM resolved, in accordance with the board of directors’ proposal, to issue a maximum of 4,200,000 warrants and to implement a long-term incentive program for current and future senior executives and other key personnel of the Company and the group (“LTI 2024”). The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to the Company. The right to acquire the warrants from the Company shall be granted to up to 38 current and future senior executives and other key personnel of the Company and the group.
Provided that the warrants have been allotted and vested, each warrant entitles the holder to subscribe for one (1) new share in the Company during the period from 1 July 2027 up to and including 31 October 2027. The subscription price upon exercise of the warrant shall correspond to 130 per cent of the average volume-weighted price of the Company's share on Nasdaq First North Growth Market during the period from 29 April 2024 up to and including 14 May 2024. Upon full exercise of all warrants under LTI 2024, up to 4,200,000 new shares may be issued, which corresponds to a dilution of approximately 1.9 per cent of the total number of shares and votes in the Company.
Authorization for the board of directors to issue shares, warrants and/or convertibles
The AGM resolved, in accordance with the board of directors’ proposal, to authorize the board of directors to, with or without deviation from the shareholders’ preferential rights, on one or more occasions until the next annual general meeting, resolve on new issue of shares, warrants and/or convertibles in the Company. The total number of shares covered by such new issues may in total correspond to a maximum of ten (10) percent of the shares in the Company at the time the authorization is used. Payment for subscribed shares, warrants or convertibles may be paid in cash, by set-off or in kind or on terms referred to in chapter 2 section 5 of the Companies Act.
