Söndag 27 April | 22:38:02 Europe / Stockholm

Prenumeration

Kalender

Est. tid*
2025-10-31 08:00 Kvartalsrapport 2025-Q3
2025-08-15 08:00 Kvartalsrapport 2025-Q2
2025-04-25 - X-dag ordinarie utdelning OVZON 0.00 SEK
2025-04-24 - Årsstämma
2025-04-24 - Kvartalsrapport 2025-Q1
2025-02-21 - Bokslutskommuniké 2024
2024-11-15 - Kvartalsrapport 2024-Q3
2024-08-16 - Kvartalsrapport 2024-Q2
2024-04-22 - X-dag ordinarie utdelning OVZON 0.00 SEK
2024-04-19 - Årsstämma
2024-04-19 - Kvartalsrapport 2024-Q1
2024-02-21 - Bokslutskommuniké 2023
2023-11-15 - Extra Bolagsstämma 2023
2023-10-20 - Kvartalsrapport 2023-Q3
2023-08-18 - Kvartalsrapport 2023-Q2
2023-04-21 - X-dag ordinarie utdelning OVZON 0.00 SEK
2023-04-20 - Årsstämma
2023-04-20 - Kvartalsrapport 2023-Q1
2023-03-03 - Extra Bolagsstämma 2022
2023-02-21 - Bokslutskommuniké 2022
2022-10-21 - Kvartalsrapport 2022-Q3
2022-08-18 - Kvartalsrapport 2022-Q2
2022-04-28 - Kvartalsrapport 2022-Q1
2022-04-22 - X-dag ordinarie utdelning OVZON 0.00 SEK
2022-04-21 - Årsstämma
2022-02-18 - Bokslutskommuniké 2021
2021-10-21 - Kvartalsrapport 2021-Q3
2021-08-18 - Kvartalsrapport 2021-Q2
2021-04-28 - Kvartalsrapport 2021-Q1
2021-04-14 - X-dag ordinarie utdelning OVZON 0.00 SEK
2021-04-13 - Årsstämma
2021-02-19 - Bokslutskommuniké 2020
2020-10-21 - Kvartalsrapport 2020-Q3
2020-08-18 - Kvartalsrapport 2020-Q2
2020-05-18 - Extra Bolagsstämma 2020
2020-04-28 - Kvartalsrapport 2020-Q1
2020-04-02 - X-dag ordinarie utdelning OVZON 0.00 SEK
2020-04-01 - Årsstämma
2020-02-19 - Bokslutskommuniké 2019
2019-11-15 - Kvartalsrapport 2019-Q3
2019-08-23 - Kvartalsrapport 2019-Q2
2019-05-06 - Kvartalsrapport 2019-Q1
2019-04-11 - X-dag ordinarie utdelning OVZON 0.00 SEK
2019-04-10 - Årsstämma
2019-02-28 - Bokslutskommuniké 2018
2018-12-21 - Extra Bolagsstämma 2018
2018-11-30 - Kvartalsrapport 2018-Q3
2018-08-30 - Kvartalsrapport 2018-Q2
2018-04-25 - Årsstämma

Beskrivning

LandSverige
ListaSmall Cap Stockholm
SektorInformationsteknik
IndustriKommunikation
Ovzon är verksamt inom satellit- och rymdteknikbranschen och fokuserar på utveckling och tillverkning av satellitsystem och tjänster för kommunikation.  Bolagets kunder återfinns inom försvar, polis och räddningstjänster, media, och icke-statliga organisationer. Verksamheten är global med en huvusaklig närvaro i Europa, Nordamerika och Asien. Ovzon grundades 2006 och har sitt huvudkontor i Solna.
2025-04-24 16:30:00

The annual general meeting 2025 (the "AGM") of Ovzon AB (publ) ("Ovzon" or the "Company") was held today on 24 April 2025 and the following resolutions were passed by the meeting.

Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in Ovzon and the consolidated income statement and the consolidated balance sheet.

Allocation of profit
The AGM resolved not to pay any dividend to the shareholders and that the previously accrued profits, including the share premium account and year result would be carried forward.

Discharge from liability
The board of directors and the managing director were discharged from liability for the financial year 2024.

Election of the board of directors and auditor and remuneration
The AGM resolved, in accordance with the nomination committee's proposal, that the board of directors shall comprise six directors and no deputy directors. It was also resolved that the number of auditors shall be one registered audit firm.

It was resolved, in accordance with the nomination committee's proposal, that the remuneration is to be SEK 1,881,000 in total, including remuneration for committee work (SEK 1,753,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:

  • SEK 230,000 (SEK 215,000) for each of non-employed director and SEK 485,000 (SEK 450,000) to the chair of the board of directors provided that the chair is not an employee;
  • SEK 90,000 (SEK 85,000) to the chair of the audit committee and SEK 40,000 (SEK 37,000) to each of the two other members of the audit committee; and
  • SEK 30,000 (SEK 27,000) to the chair of the remuneration committee and SEK 23,000 (SEK 21,000) to each of the two other members of the remuneration committee.

It was further resolved that the auditor shall be entitled to a fee in accordance with approved invoice.

The AGM resolved, in accordance with the nomination committee's proposal, to re-elect the directors Regina Donato Dahlström, Cecilia Driving, Dan Jangblad, Nicklas Paulson, Lars Højgård Hansen and Peder Ramel as new directors. Regina Donato Dahlström was re-elected as chair of the board.

KPMG AB was re-elected as the Company's auditor. KPMG AB had announced that the authorized auditor Marc Karlsson continues as main responsible auditor.

Approval of the remuneration report
The AGM resolved to approve the remuneration report for the financial year 2024.

Authorization for the board to resolve on issuances
The AGM resolved, in accordance with the board of directors' proposal, to authorize the board of directors during the period up until the next annual general meeting to, on one or more occasions, resolve to issue shares and/or warrants, with or without preferential rights for the shareholders, in the amount not exceeding ten (10) percent of the total number of shares in the Company at the time when the authorization is used the first time, to be paid in cash, in kind and/or by way of set-off.

The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company and possibility to advance the development of the Company's satellite projects or in connection with acquisitions.

Issuances of new shares under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a issuance as set out above it may be made at a subscription price corresponding to the shares quota value.

Amendment of the articles of association
The AGM resolved, in accordance with the board of directors' proposal, to amend the articles of association by increasing the limit for the maximum number of class C shares that may be issued is from not more than 1.0 percent of the total number of shares in the Company to not more than 2.0 percent of the total number of shares in the Company.

Implementation of a long-term incentive program
The AGM resolved, in accordance with the board of directors' proposal, to implement a long-term incentive program ("LTIP 2025") as follows.

Terms of LTIP 2025

LTIP 2025 may comprise a maximum of 991,680 shares in the Company, representing a dilution of approximately 0.88 percent of all shares in the Company, including 165,280 shares that may be transferred on Nasdaq Stockholm to cover certain costs associated with LTIP 2025.

LTIP 2025 will be directed towards present and future senior executives and other employees in the Company or its subsidiaries. The participants are based in Sweden and other countries where the Ovzon Group is active. Participation in LTIP 2025 assumes that the participant acquires and locks Ovzon Shares into LTIP 2025 ("Savings Shares"). Savings Shares shall be newly acquired Ovzon Shares.

For each acquired Savings Share, the participant shall be entitled to, after a certain vesting period (defined below), provided continued employment during the entire vesting period (with the exception of so-called "Good Leavers"), and dependent on the fulfilment of certain performance requirements during the financial years 2025–2027, receive allotment of Ovzon Shares ("Performance Shares").

The performance requirements are linked to the Company's Earnings per Shares ("EPS") and Total Shareholder Return ("TSR"). The participant shall not pay any consideration for the allotted Performance Shares. Performance Shares are Ovzon Shares.

LTIP 2025 is directed towards not more than 45 present and future senior executives and other employees in the Company or its subsidiaries, divided into three categories of participants:

  1. The managing director consisting of a maximum of 1 individual will be entitled to subscribe for a maximum of 21,500 Savings Shares and a maximum of 8 Performance Shares per Savings Share.
  2. The group management team consisting of a maximum of 6 individuals will each be entitled to subscribe for a maximum of 16,700 Savings Shares and a maximum of 6 Performance shares per Savings Share.
  3. Other employees consisting of a maximum of 38 individuals will each be entitled to subscribe for a maximum of 11,200 Savings Shares and a maximum of 2 Performance shares per Savings Share.

To be eligible to participate in LTIP 2025, the participant must invest in Savings Shares for an amount corresponding to between two (2) and eight (8) percent of the participant's fixed base salary for the current year, however, not exceeding the number of Savings Shares that the participant can tie up within the scope of LTIP 2025 according to the above.

New senior executives and other employees who are hired by the Company or its subsidiaries after the end of the initial application period may be offered to participate in LTIP 2025. The remaining term of LTIP 2025 may be less than three years upon the inclusion of such new senior executives and other employees into LTIP 2025. The reason for the inclusion of new senior executives and other employees after the end of the initial application period is that it is considered to be of great value for the Company and its subsidiaries to quickly integrate new senior executives and other employees into a corresponding incentive structure that applies to other senior executives and employees covered by LTIP 2025. However, the inclusion of new senior executives and other employees into LTIP 2025 must not occur later than 31 December 2025.

Allotment of Performance Shares within LTIP 2025 will be made during a limited period of time following the annual general meeting 2028, however, no later than 31 July 2028. The period up until allotment is referred to as the qualification period (vesting period). If the participant and/or the Company is prevented from carrying out the allotment of Performance Shares due to, for example, insider information, the Company has the right to extend the period for allotment so that it runs until a date when such obstacle has ceased and allotment can take place.

In order for the participant to be entitled to receive allotment of Performance Shares, it is assumed that the participant remains an employee of the Ovzon Group during the full qualification period up until allotment and that the participant, during this period, has kept all Savings Shares. Allotment of Performance Shares requires that the EPS and/or TSR performance requirements are fulfilled. The board of directors shall establish a customary definition of Good Leavers and determine whether any allotment shall be made to participants who are considered Good Leavers.

The aforementioned performance requirements shall be established by the board of directors. The participant can receive allotment of the number of Performance Shares per Savings Share set out in the table above. Of the maximum number of Performance Shares that can be allotted per Savings Share, fifty (50) percent of the Performance Shares shall be linked to the fulfilment of the performance requirement regarding EPS, and fifty (50) percent of the Performance Shares shall be linked to the fulfilment of the performance requirement regarding TSR. No allotment of Performance Shares linked to a certain performance requirement will take place below the minimum level for such performance requirement. Full allotment of Performance Shares linked to a certain performance requirement will take place at or above the maximum level of such a performance requirement. The number of Performance Shares that can be allotted increases linearly between the minimum and maximum level for each performance requirement. For stock market and competitive reasons, the minimum level and maximum level for the performance requirements are not specified. Information on the performance requirements and the outcome will be communicated to the shareholders after the allotment of Performance Shares to participants.

Hedging measures regarding LTIP 2024 etc.

The annual general meeting 2024 resolved on the implementation of LTIP 2024, including that the Company's undertakings under LTIP 2024 should be hedged through an authorization for the board of directors to issue convertible and redeemable class C shares to an external third party and an authorization to repurchase those class C shares from such third party as well as an approval to transfer shares under LTIP 2024 to participants etc.

Against this background, the AGM resolved, in accordance with the board of directors' proposal, to authorize the board to resolve on a directed issue of class C shares on the following terms and conditions:

  1. The maximum number of class C shares to be issued is 533,780.
  2. With derogation from the shareholders' preferential rights, the new class C shares may only be subscribed for by one external party after arrangement in advance with the board of directors.
  3. The amount to be paid for each new class C share (the subscription price) shall correspond to the share's quota value at the time of subscription.
  4. The authorization may be exercised on one or several occasions until the annual general meeting 2026.
  5. The new class C shares shall be subject to Chapter 4, Section 6 of the Swedish Companies Act (conversion clause) and Chapter 20, Section 31 of the Swedish Companies Act (redemption clause).
  6. The purpose of the authorization is to hedge the undertakings of the Company according to LTIP 2024 and, in terms of liquidity, to hedge payments of social security contributions related to Performance Shares.

The AGM further resolved, in accordance with the board of directors' proposal, to authorize the board to repurchase class C shares on the following terms and conditions:

  1. Repurchase can only take place by way of an acquisition offer directed to all holders of class C shares in the Company.
  2. The maximum number of class C shares to be repurchased shall amount to 533,780.
  3. Repurchase shall be made at a cash price per share of minimum 100 and maximum 110 percent of the quota value applicable to the repurchased class C shares at the time of repurchase.
  4. The board of directors shall have the right to resolve on other terms and conditions for the repurchase.
  5. Repurchase may also be made of so-called interim shares regarding such class C shares, by Euroclear Sweden AB designated as a Paid Subscribed Share (Sw: Betald Tecknad Aktie, BTA).
  6. The authorization may be exercised on one or several occasions until the annual general meeting 2026.
  7. The purpose of the authorization is to hedge the undertakings of the Company according to LTIP 2024 and, in terms of liquidity, to hedge payments of social security contributions related to the Performance Shares.

Hedging measures regarding LTIP 2025 in the form of newly issued class C shares

The AGM resolved, in accordance with the board of directors' proposal, to authorize the board to resolve on a directed issue of class C shares on the following terms and conditions:

  1. The maximum number of class C shares to be issued is 991,680.
  2. With derogation from the shareholders' preferential rights, the new class C shares may only be subscribed for by one external party after arrangement in advance with the board of directors.
  3. The amount to be paid for each new class C share (the subscription price) shall correspond to the share's quota value at the time of subscription.
  4. The authorization may be exercised on one or several occasions until the annual general meeting 2026.
  5. The new class C shares shall be subject to Chapter 4, Section 6 of the Swedish Companies Act (conversion clause) and Chapter 20, Section 31 of the Swedish Companies Act (redemption clause).
  6. The purpose of the authorization is to hedge the undertakings of the Company according to LTIP 2025 and, in terms of liquidity, to hedge payments of social security contributions related to Performance Shares.

The AGM further resolved, in accordance with the board of directors' proposal, to authorize the board to repurchase class C shares on the following terms and conditions:

  1. Repurchase can only take place by way of an acquisition offer directed to all holders of class C shares in the Company.
  2. The maximum number of class C shares to be repurchased shall amount to 991,680.
  3. Repurchase shall be made at a cash price per share of minimum 100 and maximum 110 percent of the quota value applicable to the repurchased class C shares at the time of repurchase.
  4. The board of directors shall have the right to resolve on other terms and conditions for the repurchase.
  5. Repurchase may also be made of so-called interim shares regarding such class C shares, by Euroclear Sweden AB designated as a Paid Subscribed Share (Sw: Betald Tecknad Aktie, BTA).
  6. The authorization may be exercised on one or several occasions until the annual general meeting 2026.
  7. The purpose of the authorization is to hedge the undertakings of the Company according to LTIP 2025 and, in terms of liquidity, to hedge payments of social security contributions related to Performance Shares.

The AGM further resolved, in accordance with the board of directors' proposal, to approve the transfer of Ovzon Shares owned by the Company to participants in LTIP 2025 on the following terms and conditions:

  1. A maximum number of 826,400 Ovzon Shares may – with derogation from the shareholders’ preferential rights - be transferred to participants in LTIP 2025.
  2. It was noted that a proposal regarding an authorization for the board of directors to resolve on transfer of Ovzon Shares on Nasdaq Stockholm will be proposed by the board of directors prior to the annual general meeting 2028 in order to hedge the cash flow related to the Company's payments of social security contributions in relation to LTIP 2025.

For detailed terms regarding the resolutions at the AGM as described above, please refer to the notice and the complete proposals which are available on the Company's website, www.ovzon.com.