Report from Annual General Meeting in Vivesto AB
At the Annual General Meeting in Vivesto AB (“Vivesto” or the “company”) held on 8 May 2025, the following resolutions were passed. All resolutions were in accordance with the proposals, described in detail in the general meeting documents which are available at the company’s website, www.vivesto.com.
Adoption of the income statement and balance sheet
It was resolved to adopt the income statement and balance sheet for the financial year 2024.
Resolution on dispositions in respect of the company’s result
It was resolved 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 Chief Executive Officer from liability for the financial year 2024.
Election of Board of Directors and auditor
It was resolved that the number of members of the Board of Directors shall be four, without deputies. It was resolved on re-election of Hege Hellström, Pål Ryfors, Roger Tell and Peter Zonabend as members of the Board of Directors for the period until the end of the next Annual General Meeting.
It was resolved to re-elect Peter Zonabend as Chairman of the Board.
It was resolved that one registered accounting firm be elected as auditor, without deputies. It was resolved to re-elect the registered accounting firm Grant Thornton Sweden AB as the company’s auditor for the period until the end of the next Annual General Meeting. The Authorized Public Accountant Therese Utengen will be appointed auditor in charge.
Resolution on fees to the members of the Board of Directors and the auditor
It was resolved that the fees to the members of the Board of Directors shall be distributed as follows:
- SEK 500,000 to the Chairman of the Board and SEK 250,000 to each of the other Board members elected by the Annual General Meeting who are not employed by the company, and
- SEK 50,000 to the Chairman of the Audit Committee and SEK 25,000 to each of the other members of the Audit Committee, and SEK 50,000 to the Chairman of the Remuneration Committee and SEK 25,000 to each of the other members of the Remuneration Committee.
It was resolved that the auditor’s fees shall be paid as per approved invoice.
Resolution on approval of remuneration report
It was resolved to approve the Board of Directors’ report regarding remuneration pursuant to Chapter 8, Section 53 a of the Swedish Companies Act.
Resolution on instructions for the Nomination Committee
It was resolved to adopt new principles for appointing a Nomination Committee and instructions for the Nomination Committee’s work.
Resolution on authorization for the Board of Directors to resolve upon issues of shares, warrants and/or convertible instruments
It was resolved to authorize the Board of Directors to, on one or several occasions during the period up until the next Annual General Meeting and and within the limits of the Articles of Association in force at the time, resolve on issue of shares, warrants and/or convertible instruments, with or without deviation from the shareholders’ preferential rights. 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’s room for maneuver to raise capital in a time- and cost-effective manner and/or complement the shareholder base with 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 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. If the Board of Directors deems it appropriate in order to enable the delivery of shares in connection with an issue as described above, the issue may be done at a subscription price equal to the quota value of the share.