Information from Annual General Meeting held on 15 May 2023 in Clavister Holding AB
Clavister Holding AB held its Annual General Meeting on May 15, 2023, in Örnsköldsvik.
For detailed information regarding the content of the resolutions, please refer to the full notice of the Annual General Meeting and the complete proposals, which are available on the company’s website, https://www.clavister.com/company/investor-relations/corporate-governance/.
The following main decisions were made.
Adoption of the Income Statements and the Balance Sheets
The AGM resolved to adopt the Income Statement and the Balance Sheet as well as the Income Statement for the Group and the Balance Sheet for the Group for 2022.
Allocation of results
The AGM resolved, in accordance with the Board’s proposal, that the funds available for the AGM for the financial year 2022, i.e., SEK 106,710,028, be transferred to a new account.
Discharge from Liability
The AGM granted the board members and the CEO discharge from liability towards the company for the management in 2022.
Board of Directors and Auditors
The AGM resolved that the Board of Directors shall be composed of three (3) directors for the period until the next Annual General Meeting.
The AGM resolved to re-elect directors Staffan Dahlström, Jan Frykhammar and Stina Slottsjö. Jan Frykhammar was re-elected as Chair of the Board of Directors.
The AGM re-elected the registered accounting firm Öhrlings PricewaterhouseCoopers AB as the company’s auditor.
The AGM resolved that, for the period until the next Annual General Meeting, the directors’ fees shall be SEK 450,000 for the Chair of the Board of Directors and SEK 225,000 for each of the other directors who are not employees of the group.
It was resolved that fees to the auditor are to be paid in accordance with approved invoice.
Revised instruction of the Nomination Committee
The AGM resolved, in accordance with the Nomination Committee’s proposal, to adopt new instructions for the Nomination Committee, to apply until new instruction are decided on.
Issue authorization
The AGM resolved, in accordance with the Board’s proposal, to authorize the Board to, on one or more occasions until the next Annual General Meeting, resolve on issue of new shares and/or warrants and/or convertible bonds. An issue of new shares and/or warrants and/or convertible bonds can be decided with or without regard of shareholders’ pre-emption rights. Following this authorization, a total maximum number of shares equivalent to 20 per cent of the total number of outstanding shares in the company on the date when the authorization is utilized for the first time may be issued in new share issues, by utilizing the warrants and/or through the conversions of convertible bonds.
This authorization is to include the right to resolve on issues with cash payment, payment by contribution in kind or payment by way of set-off, and otherwise subject to conditions as set out in Chapter 2, section 5, second paragraph 1–3 and 5 of the Swedish Companies Act.