Resolutions at the Annual General Meeting 2024 of Inwido

The Annual General Meeting (the “AGM”) of Inwido AB (publ) was held today,  Thursday, May 16, 2024, at Studio, Malmö. At the meeting, the following principal resolutions were passed. 

Adoption of the Income Statements and the Balance Sheets and discharge from liability

The AGM approved the Income Statement and Balance Sheet as well as the Consolidated Income Statement and Consolidated Balance Sheet.
The Board and CEO was granted discharge from liability for the time period which the reports relate to.

Election of Board of Directors and auditor

Per Bertland, Kerstin Lindell, Henriette Schütze, and Anders Wassberg were re-elected as Board members and Mikael Jonson was elected as a new Board member. Per Bertland was re-elected as Chairman of the Board. Ernst & Young was elected as new auditor and the authorized public accountant Martin Henriksson will be auditor in charge.

Fees

It was resolved that the fees to the Board of Directors shall be SEK 345,000 to each Board member not employed by the company and SEK 860,000 to the Chairman of the Board. It was resolved that the fees to committee members shall be SEK 75,000 to each member of the Audit Committee, SEK 150,000 to the Chairman of the Audit Committee and SEK 30,000 to the members and the Chairman of the Remuneration Committee, respectively.

It was resolved that the fee to the auditor shall be paid in accordance with a special agreement regarding the fee.

Dividend

The AGM resolved in accordance with the proposal of the Board on dividend amounting to SEK 6.50 per share and that the record date for the dividend shall be Monday 20 May 2024. Thus, dividend is expected to be paid by Euroclear Sweden AB starting Thursday 23 May 2024.

 

Approval of Remuneration Report

The AGM approved the remuneration report in accordance with the Board of Directors’ proposal.

 

Authorization for the Board to resolve on new share issues

The AGM resolved, in accordance with the Board of Directors’ proposal, to authorize the Board to, up to the AGM 2025, resolve on new issues of maximum 5,796,752 shares in the company, corresponding to 10 percent of the company’s share capital. An issue may be made with or without deviation from the shareholders’ preferential right and be made against cash payment, by set-off or by contribution in kind. The purpose of the authorization is to strengthen the company’s ability to carry out or finance company acquisitions, or to strengthen the company’s capital base in connection therewith.

 

Resolution on long term incentive program

The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt a long-term incentive program, entailing an issue and transfer of a maximum of 250,000 subscription warrants to 40 senior executives and key employees in the Inwido group. Transfer of subscription warrants shall be made at market value at the time of transfer, and allotment shall be made in accordance with the principles set out in the Board’s proposal. Each subscription warrant entitles to holder to subscribe for one new share in Inwido, at a subscription price of 115 percent of the volume weighted average price according to Nasdaq Stockholm’s official price list for the share in the Company during the period from and including 17 May 2024 up to and including 23 May 2024. Subscription of shares by exercise of the subscription warrants may take place during the periods from and including 1 August 2027 up to and including 31 August 2027, from and including 15 February 2028 up to and including 15 March 2028, from and including 1 August 2028 up to and including 31 August 2028, from and including 15 February 2029 up to and including 15 March 2029, and from and including 1 August 2029 up to and including 31 August 2029. In order to encourage participation in the program, a subsidy in the form of a gross salary increment corresponding to a maximum of 50 percent of the premium paid for each warrant will be received by the participants in connection with the transfer of the warrants. The maximum dilution effect of the incentive program is approximately 0.4 percent of the shares and votes in the company at full exercise. The long-term incentive programs adopted by the Annual General Meeting in 2021 and 2022 respectively corresponds to a total dilution effect of approximately 0.4 percent, which means that the three programs together may entail a maximum dilution effect of approximately 0.8 percent.