Announcement from the annual general meeting in Enad Global 7 AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Small Cap Stockholm |
| Sektor | Sällanköp |
| Industri | Gaming |
The annual general meeting of Enad Global 7 AB (publ) ("EG7" or the "Company") was held today on 19 June 2024 and the following resolutions were passed by the meeting.
Adoption of the income statement and balance sheet
The annual general meeting resolved to adopt EG7's income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.
Distribution of profit
The annual general meeting resolved to treat the result in accordance with the proposal of the board of directors in the annual report, meaning that the result is carried forward.
Discharge from liability
The directors of the board, the managing director and the deputy managing director were discharged from liability for the 2023 financial year.
Election of board of directors and auditor and remuneration
The annual general meeting resolved that the board of directors shall consist of seven directors without deputies. It was further resolved that the Company shall have one registered auditing firm as auditor.
It was resolved, in accordance with the nomination committee's proposal, that the remuneration shall amount to SEK 2,800,000 in total (SEK 1,900,000 previous year) and be paid to the board of directors and the members of the established committees in the following amounts (remuneration to the board of directors, the audit committee and the remuneration committee is unchanged from the previous year, and the difference in the total remuneration is that the number of directors has increased and that it is proposed to introduce remuneration to the contract oversight committee):
- SEK 250,000 (SEK 250,000) for each of the non-employed directors and SEK 600,000 (SEK 600,000) to the chairman provided that the chairman is not an employee;
- SEK 100,000 (SEK 100,000) to the chairman of the audit committee and SEK 75,000 (SEK 75,000) to each of the other members of the audit committee;
- SEK 75,000 (SEK 75,000) to the chairman of the remuneration committee and SEK 50,000 (SEK 50,000) to each of the other members of the remuneration committee; and
- SEK 100,000 (SEK 0) to the chairman of the contract oversight committee and SEK 75,000 (SEK 0) to each of the other members of the contract oversight committee.
Remuneration to the auditor is to be paid according to approved invoice.
The annual general meeting resolved, in accordance with the nomination committee's proposal, to re-elect Ben Braun, Ebba Ljungerud, Gunnar Lind, Jason Epstein, Ji Ham, Marie-Louise Gefwert and Ronald Moravek as a directors. Jason Epstein was re-elected as chairman of the board.
Öhrlings PricewaterhouseCoopers AB was re-elected as the Company's auditor. Öhrlings PricewaterhouseCoopers AB has announced that the authorized auditor Nicklas Renström will continue as main responsible auditor.
Authorization for the board of directors to resolve on issuances
The annual general meeting resolved, in accordance with the board of directors' proposal, to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 10 percent of the Company's share capital after dilution based on the number of shares in the Company at the time of the annual general meeting, to be paid in cash, through set-off or in kind.
The primary purpose of the authorization is for the board of directors to be able to resolve to issue new shares, without preferential rights, in order to raise new capital which will increase the Company's flexibility or in connection with acquisitions.
Issuance of new shares, pursuant of the authorization, shall be carried out in accordance with acquisition agreements or customary terms and conditions under prevailing market conditions. The allocation of shares can, if the board of directors finds it appropriate, be with a subscription price corresponding to the share's quota value.
Authorization for the board to resolve on repurchase and transfer of own shares
The annual general meeting resolved, in accordance with the board of directors' proposal, to authorize the board to resolve on repurchase of own shares in accordance with the following main terms:
- Share repurchases may be made only on Nasdaq Stockholm or any other regulated market.
- The authorization may be exercised on one or more occasions until the next annual general meeting.
- The maximum number of own shares that may be repurchased is such that the Company's holding of own shares does not at any time exceed 10 percent of all the shares in the Company.
- Repurchases of the Company's own shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time.
- Payment for the shares shall be made in cash.
It was further resolved, in accordance with the board of directors' proposal, to resolve on transfer of own shares, with or without deviation from the shareholders' preferential rights, in accordance with the following main terms:
- Transfers may be made on (i) Nasdaq Stockholm or (ii) outside Nasdaq Stockholm in connection with acquisitions of companies, operations or assets.
- The authorization may be exercised on one or more occasions until the next annual general meeting.
- No more shares may be transferred than the number of shares held by the Company at the time of the board's resolution on the transfer.
- Transfers of the Company's own shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time. For transfers outside of Nasdaq Stockholm, the purchase price shall be set so that the transfer is made at market terms.
- Payment for transferred shares may be made in cash, through in-kind payment or through set-off against claims against the Company.
The purpose of the authorizations is to give the board of directors greater scope to act and the opportunity to adapt and improve the Company's capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities.
The board of directors shall have the right to resolve on other terms for repurchases and transfers of own shares in accordance with its authorization. The board of directors also has the right to authorize the chairman of the board, the managing director, or the person appointed by the board to make such minor adjustments that may be necessary in connection with the execution of the board's resolution to repurchase and transfer shares.
For the full proposals regarding the above resolutions at the annual general meeting, please refer to the notice, the nomination committees full proposal and motivated opinion and the annual report which are available on the Company's website, www.enadglobal7.com.
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