Report from the annual general meeting in Bambuser AB on 2 June 2025
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Informationsteknik |
| Industri | Programvara |
At the annual general meeting (the “AGM”) in Bambuser AB, reg. no. 556731-3126, (the “Company”), on 2 June 2025, 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 2024.
The AGM resolved, in accordance with the board of directors’ proposal, that no dividend is paid for the financial year 2024 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 2024.
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 resolved, in accordance with the nomination committee’s proposal, to re-elect the present board members Joel Citron, Carl Kinell, Iris Epple-Righi and Mark Lotke and new election of Alyson Welch and Johan Rydmark as new board members. Cecilia Lager and Niclas Lindlöf were not available for 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 Forvis Mazars AB as the Company’s auditor for the period until the end of the next annual general meeting. The auditing firm Forvis Mazars AB has informed that the authorized public accountant Maria Tellström will be appointed 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 paid with a total of SEK 750,000 to be distributed as follows: SEK 250,000 each to the board members Iris Epple-Righi, Alyson Welch and Johan Rydmark.
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, provided that the members are independent. 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, provided that the members are independent.
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 adoption of LTI 2025 and issue of warrants of series 2025/2028
The AGM resolved, in accordance with the board of directors’ proposal, to adopt a performance based incentive program for certain employees in the Company (”LTI 2025”) and to issue warrants of series 2025/2028. A maximum of 4,500,000 stock options may be allotted to participants in LTI 2025 and LTI 2025 shall comprise a maximum of 36 employees (senior executives and other key individuals) in the Company.
In order to secure the Company's delivery of shares under LTI 2025 and secure related costs the AGM resolved, in accordance with the board of directors’ proposal, to issue a maximum of 5,913,900 warrants of series 2025/2028. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, belong to the Company. 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 2028 up to and including 31 October 2028. 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 a period of ten trading days after the annual general meeting 2025.
The maximum dilution for existing shareholders as a result of LTI 2025, including warrants that may be issued as a result of hedging measures due to social security contributions that may arise is approximately 2.72 percent of the total number of shares 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.