Resolutions at the Annual General Meeting in Vestum AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Mid Cap Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
At the annual general meeting in Vestum AB (publ) today on 8 May 2025, income statements and balance sheets for the financial year 2024 were adopted. Furthermore, it was resolved on re-election of Conny Ryk, Per Åhlgren, Johan Heijbel and Anders Rosenqvist, and to elect Caroline Atelius, as board members. Öhrlings PricewaterhouseCoopers AB was re-elected as the company’s auditor. The annual general meeting also resolved to authorize the board to decide on the issuances of shares, warrants and/or convertible, to authorize the board to decide on acquisitions and transfers of treasury shares, and to establish an incentive program through the issue of warrants of series 2025/2028.
Adoption of the income statements and balance sheets
The annual general meeting adopted the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2024.
Dividends
The annual general meeting resolved on that no dividends will be paid for the financial year 2024 and that the result shall be carried forward.
Election of board members and determination remuneration to the board
Conny Ryk, Per Åhlgren, Johan Heijbel and Anders Rosenqvist were re-elected as board members for the time until the close of the next annual general meeting. Caroline Atelius was elected as new board member. Conny Ryk was re-elected as chairman.
The annual general meeting resolved that a remuneration of SEK 1,000,000 shall be paid to the chairman of the board and that SEK 250,000 shall be paid to the other elected board members, with the exception of board members that are employed by the company. It was further resolved that SEK 100,000 shall be paid to the chairman of the audit committee and SEK 50,000 shall be paid to each of the board members who are otherwise members of the audit committee. It was additionally resolved that SEK 50,000 shall be paid to the chairman of the remuneration committee and SEK 25,000 to each of the other members of the board of directors who are otherwise part of the remuneration committee.
Election of auditor and determination of remuneration to the auditor
The registered accounting firm Öhrlings PricewaterhouseCoopers AB was re-elected as the auditor of the company for the time until the close of the next annual general meeting. Öhrlings PricewaterhouseCoopers AB has informed the company that it intends to let Niklas Renström proceed as the auditor in charge. The annual general meeting also resolved that remuneration to the auditor shall be paid against approved invoice.
Authorisation on issues of shares, warrants and convertible instruments
The annual general meeting resolved to authorise the board to, at one or several occasions during the period up until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, resolve upon the issuance of new shares, warrants and/or convertible instruments. The reason for the deviation from the shareholders’ preferential rights shall, in such case, be to satisfy the company's capital needs, secure the company's continued operations and development, and enable future acquisitions. The board of directors shall have the right to resolve that payments shall be made in in cash, in kind, through set-off or otherwise with conditions. In the event that new shares are issued with deviation from the shareholder’s preferential rights, the new share issue shall be carried out on market terms. The authorisation shall be limited so that the board of directors may not resolve upon issues of shares, convertibles or warrants that entail that the total number of shares that are issued, issued through conversion of convertibles or issued through exercise of warrants exceeds 10 per cent of the total number of shares in the company at the time the board of directors exercises the authorisation for the first time.
Authorisation on acquisitions and transfers of treasury shares
The annual general meeting resolved to authorise the board to, at one or several occasions during the period up until the next annual general meeting, resolve on acquisitions and transfers of treasury shares on the following terms.
Acquisitions may be made of a maximum of so many shares that the company’s holding of treasury shares, following the acquisition, amounts to a maximum of 10 per cent of all shares in the company. Acquisitions of treasury shares shall be made on Nasdaq Stockholm. Acquisitions of treasury shares shall be made at a price per share within the at each time prevailing price interval for the shares on Nasdaq Stockholm. Payment for acquired treasury shares shall be made in cash. Transfers may be made of treasury shares held by the company at the time of the board of directors’ resolution to transfer the shares. Transfers of treasury shares may be made by other means than on Nasdaq Stockholm. Transfers of treasury shares shall be made at market terms. Payment for treasury shares transferred may be made in cash, in-kind or by set-off. Transfers of treasury shares may be made with deviation from the shareholders’ preferential rights. The reason for an acquisition or a transfer of treasury shares, and the reason for any transfer with deviation from the shareholders’ preferential rights, shall be to: (i) optimise the company’s capital structure or (ii) use the shares as consideration (including earn-out consideration) in connection with, or as financing of, acquisitions of companies or businesses.
Establishment of an incentive program through the issue of warrants of series 2025/2028
The annual general meeting resolved on an incentive programme under which the company invites up to 95 employees in the group to acquire warrants in the company. The participants will comprise of employees at the company’s headquarters and key employees in the company’s subsidiaries, which will be entitled to be allocated up to 40,000 warrants per person. Not more than 3,800,000 warrants will be issued, to the company or a subsidiary designated by the company, and transferred to the participants in the incentive programme. The participants may exercise the warrants for subscription of shares in the company during the period from and including 29 May 2028 up to and including 30 June 2028 at an exercise price equivalent to 150 per cent of the calculated volume weighted average price of the company’s share on Nasdaq Stockholm during the period from 12 May 2025 up to and including 23 May 2025.
Other resolutions
The annual general meeting also resolved on:
- Discharge from liability for all board members and the managing director.
- Approval of the board’s remuneration report for 2024.
- That the instruction for the nomination committee adopted at the annual general meeting 2022 shall continue to apply until further notice.
Minutes of the meeting and complete resolutions
The minutes from the annual general meeting, including the complete resolutions, will be made available at the company and on the company’s website, www.vestum.se.