Bifogade filer
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Finans |
| Industri | Investeringar |
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At the Annual General Meeting of H100 Group AB ("H100" or the "Company"), held today, on 23 June 2026, the following resolutions were passed.
Adoption of the income statement and balance sheet and the consolidated income statement and consolidated balance sheet
It was resolved to adopt the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2025.
Resolution on dispositions in respect of the Company's result
It was resolved, in accordance with the Board of Directors' proposal, that no dividend is paid and that available profits are carried forward.
Resolution on discharge from liability
It was resolved to discharge all members of the Board of Directors and the CEO from liability for the management of the Company's affairs during the financial year 2025.
Determination of the number of board members and auditors
It was resolved, in accordance with proposal from shareholders representing more than 20 per cent of the shares and votes in the Company (the "Shareholders"), that the Board of Directors shall consist of four board members, without deputy board members. It was further resolved, in accordance with the Shareholders' proposal, that the Company shall have a registered accounting firm as auditor.
Determination of fees for the Board of Directors and auditors
It was resolved, in accordance with the Shareholders’ proposal, that board fees shall be paid in the amount of SEK 400,000 to the chairman of the Board of Directors and SEK 200,000 each to the other board members elected by the meeting. It was further resolved, in accordance with the Shareholders' proposal, that auditor's fees shall be paid in accordance with approved invoices.
Election of the Board of Directors and auditors
It was resolved, in accordance with the Shareholders' proposal, to re-elect Sander Andersen, Johannes Wiik, Joakim Dahl and Florence Aspinall as board members for the period until the end of the next Annual General Meeting. It was further resolved to re-elect Sander Andersen as chairman of the Board of Directors in accordance with the Shareholders' proposal.
It was further resolved, in accordance with the Shareholders' proposal, to re-elect the registered accounting firm Allians Revision & Redovisning AB as the Company's auditor for the period until the end of the next Annual General Meeting. It was noted that Allians Revision & Redovisning AB has informed that the authorized auditor Per Lindblom will be replaced by the authorized auditor Henrik Leandersson as the auditor in charge.
Resolution to amend the Articles of Association
It was resolved, in accordance with the Board of Directors' proposal, to amend the Company's Articles of Association. Through the amendment, the limits for the share capital are changed to be not less than SEK 33,839,669.20 and not more than SEK 135,358,676.80, and the limits for the number of shares are changed to be not less than 338,396,692 and not more than 1,353,586,768.
Resolution on authorization for the Board of Directors to issue shares
It was resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issue of shares, with or without deviation from the shareholders' preferential rights. The total number of shares that may be issued by support of the authorization shall not be limited other than by the limits set forth in the Company's Articles of Association from time to time. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions.
The purpose of the authorization and the reasons for any deviation from the shareholders' preferential rights is to increase the Company's financial flexibility and the Board of Directors' room for manoeuvre, in a time- and cost-effective manner be able to supply the Company with new capital and/or new shareholders of strategic importance for the Company, and enable the Company to, fully or partially, finance any company acquisitions or acquisitions of businesses by issuing financial instruments as payment in connection with agreements on acquisitions, or to raise capital for such acquisitions. Issues made with deviation from the shareholders' preferential rights shall take place at a subscription price in line with market conditions, including any discount in line with market conditions where applicable.
Resolution on authorization for the Board of Directors to issue shares to the sellers of Moonshot AS and Never Say Die AS
It was resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting, resolve on issues of shares to the sellers of Moonshot AS and Never Say Die AS in accordance with the share purchase agreement entered into by the Company on 23 April 2026 (the "Consideration Shares"). The Board of Directors shall have the right to determine the other terms and conditions for issues pursuant to this authorization and who shall have the right to subscribe for the issued shares, which, however, shall be in accordance with agreements entered into by the Company. Payment may, in addition to cash payment, be made in kind or by set-off, or otherwise with conditions. The reason for the Board of Directors being able to resolve on issue with deviation from the shareholders' preferential rights and/or with provisions for payment in kind or set-off is that the Company shall be able to fulfil agreements entered into relating to the acquisition of Moonshot AS and Never Say Die AS.
Resolution to amend the Articles of Association
It was resolved, in accordance with the Board of Directors' proposal, to amend the Company's Articles of Association, conditional upon the Company having resolved on the issuance of the Consideration Shares to the sellers of Moonshot AS and Never Say Die AS in accordance with the share purchase agreement entered into by the Company on 23 April 2026. Through the amendment, the limits for the share capital are changed to be not less than SEK 110,000,000 and not more than SEK 440,000,000, and the limits for the number of shares are changed to be not less than 1,100,000,000 and not more than 4,400,000,000.