Bifogade filer
Prenumeration
Beskrivning
Land | Sverige |
---|---|
Lista | Small Cap Stockholm |
Sektor | Finans |
Industri | Övriga finansiella tjänster |
The material resolutions passed at Qliro’s Annual General Meeting earlier today on 28 May 2025 are presented below. The meeting was held in Wigge & Partners Advokat KB’s offices in Stockholm and by way of postal voting. All resolutions were passed in accordance with the Board’s and the Nomination Committees’ proposals as presented in the notice convening the meeting.
Approval of the income statement and balance sheet
The meeting resolved to approve the income statement and balance sheet and the consolidated income statement and consolidated balance sheet for the financial year 2024.
Remuneration report
The meeting resolved to approve the Board’s remuneration report pursuant to Chapter 8, section 53 a, of the Companies Act for the financial year 2024.
Dividend
The meeting resolved that no dividend should be paid for the financial year 2024.
Discharge from liability
The Board members and the Chief Executive Officer were discharged from liability for the financial year 2024.
Election of Board members and auditor
The meeting resolved to re-elect Patrik Enblad, Alexander Antas, Mikael Kjellman, Lennart Francke and Helena Nelson as Board members. Patrik Enblad was re-elected as Chairman of the Board of Directors.
The registered audit company KPMG AB was re-elected as auditor. KPMG AB has announced that authorized public accountant Magnus Ripa will be the auditor in charge.
Remuneration to the Board members and the auditor
The meeting resolved on the following remuneration and other compensation for Board assignments to Board members who are elected by the Annual General Meeting and not employed by the company:
a. SEK 600,000 (600,000) the Chairman of the Board of Directors and SEK 300,000 (300,000) each of the other members of the Board of Directors
b. SEK 125,000 (125,000) to the Chairman and SEK 75,000 (75,000) to each of the other members of the risk-, capital-, audit- and compliance committee
c. SEK 50,000 (50,000) to the Chairman and SEK 25,000 (25,000) to each of the other members of the remuneration committee.
The meeting resolved that the auditor’s fees shall be paid against approved invoice.
Authorization for the Board of Directors to resolve on new issue of shares
The meeting resolved that the Board of Directors shall be authorized to, on one or several occasions until the next Annual General Meeting, resolve on new issues of shares and/or issue convertibles which may be converted into shares and/or issue warrants entitling to subscription of shares, with or without preferential rights for the shareholders.
The number of shares, convertibles or warrants that may be issued with deviation from the shareholders' preferential rights pursuant to the authorization may correspond to an increase of the share capital of twenty percent based on the number of shares in the company at the time of the Annual General Meeting’s resolution.
The number of shares, convertibles or warrants that may be issued without deviation from the shareholders' preferential rights pursuant to the authorization may correspond to an increase in the share capital up to the limits of the number of shares and the share capital set out in the company's articles of association at the time of the issue.
Payment may be made with cash, by way of contribution or set off or with other conditions as referred to in Chapter 13, section 5, first paragraph, item 6 of the Companies Act. The purpose of the authorization is to bring in new owners of strategic importance to the company, to raise capital and to provide flexibility for acquisition of companies, businesses, or parts thereof.
The Board of Directors or the person appointed by the Board of Directors shall be authorized to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office.
Resolution on adopting a long term incentive programme 2025, including issue and transfer of warrants
The meeting resolved to adopt a long term incentive programme 2025 (“LTIP 2025”), and to carry out a directed issue and transfer of not more than 471,000 warrants, entailing an increase in the share capital of not more than SEK 1,318,000 if all warrants are exercised. The new issue corresponds to a dilution of 2.21 percent. The warrant may be exercised to subscribe for new shares during the period 1 July 2028–30 September 2028. The warrants are issued without compensation. The Subscription Price per share shall correspond to 200 percent of the volume weighted average price of the company’s share on Nasdaq Stockholm during the ten (10) trading day period ending 1st of June 2025.
The warrants shall be allocated between the participants in LTIP 2025 in accordance with the following.
Category | Maximum no. of persons | Maximum no. of warrants- per person |
Executive management team | 5 | 100,000 |
Other key persons | 30 | 60,000 |
Resolution on a short term incentive programme 2025 (“STIP 2025”)
The meeting resolved to carry out a directed issue of shares of not more than 560,000 new shares, entailing an increase in the share capital of not more than SEK 1,568,000.00. The right to subscribe for new shares shall vest in participants in STIP 2025. Each STIP 2025 participant is only entitled to subscribe for the number of shares corresponding to 45 percent of each individual’s outcome under STIP 2025. The reason for the deviation from the shareholders’ preferential rights is to fulfil the company’s obligations under STIP 2025 in a cost and capital efficient manner.
The meeting further resolved that the distribution between categories of, and the number of, participants who may be offered participation in STIP 2025, shall be made in accordance with the following.
Category | Maximum no. of persons | Maximum annual outcome |
The management team and certain key persons | 5 | 50% of an annual salary |
The management team and certain key persons | 3 | 100% of an annual salary incl. all other variable remuneration |
Other key persons | 20 | 25% of an annual salary |
Other key persons | 8 | 50% of an annual salary |
Other key persons | 8 | 100% of an annual salary incl. all other variable remuneration |