The following resolutions were passed at the Annual General Meeting (the “AGM”) of Midsona AB (publ) (“the Company”) on 5 May 2021. Due to the covid-19 pandemic, the Company’s AGM was carried out through advance voting (postal voting) only. Presentation by the Chairman and the CEO is available at the company’s website (in Swedish).
Amongst others the following resolution were adopted at the AGM.
Adoption of income statement and balance sheet and discharge from liability
The AGM resolved to adopt the income statement for the financial year 2020 as well as the balance sheet and consolidated balance sheet as of 31 December 2020. The members of the board of directors and the managing director were discharged from liability for the financial year 2020.
Allocation of profit or loss
The AGM resolved, in accordance with the Board of Directors’ proposal, on a dividend of SEK 1.25 per share, to be paid in two instalments, whereof SEK 0.65 with record date on 7 May 2021 and SEK 0.60 with record date on 26 October 2021. The first instalment is expected to be paid by Euroclear Sweden AB on 12 May 2021 and the second instalment on 29 October 2021.
Board of Directors and auditor
The AGM resolved, in accordance with the nomination committee’s proposal, on re-election of Ola Erici, Johan Wester, Peter Wahlberg, Henrik Stenqvist, Heli Arantola and Sandra Kottenauer as board members. Ola Erici was re-elected as the chairman of the Board of Directors. The AGM re-elected the audit firm Deloitte AB as auditor.
The AGM further resolved on remuneration to the Board of Directors as well as remuneration for committee work in accordance with the nomination committee’s proposal. The AGM furthermore resolved in accordance with the nomination committee’s proposal, that remuneration to the auditor shall be paid in accordance with approved statement of costs.
The AGM approved the Board of Directors’ remuneration report for year 2020.
Authorisation to issue new shares
The AGM resolved, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to, at one or several occasions and for the period up until the next annual general meeting, resolve to increase the company’s share capital by issuing new shares. Such issue resolution may be carried out with or without deviation from the shareholders’ pre-emption rights and with or without provisions for contribution in kind, set-off or other conditions. The total amount of shares that can be issued in virtue of this authorisation shall be limited to 20 percent of the outstanding shares of each share class as per the date of the notice convening the AGM. A new issue with deviation from the shareholders’ pre-emption rights which is resolved upon in virtue of this authorisation shall be carried out as part of the financing of company acquisitions.
Amendment of the Articles of Association
The AGM resolved, in accordance with the Board of Directors’ proposal, to amend the Articles of Association. The amendment was made to comply with new rules and facilitate and increase the flexibility in conducting general meetings of shareholders, including through introducing possibilities of postal voting and proxy collection.
The AGM resolved, in accordance with the Board of Directors’ proposal, to adopt an incentive programme consisting of warrants for senior executives. In short, the incentive programme includes an issue of not more than 780,000 warrants to a wholly owned subsidiary of the Company for further transfer to current and future senior executives. The warrants shall be divided in equal parts in three different series, series 2021/2024, series 2022/2025 and series 2023/2026. Each warrant entitles the holder to subscribe for one new class B share in the Company. The period for exercising the warrants shall be from, and including, 1 of August 2024 up to and including 20 of December 2024 as regards series 2021/2024, from and including 1 of August 2025 up to and including 20 of December 2025 as regards series 2022/2025 and from and including 1 of August 2026 up to and including the 20 of December 2026 as regards series 2023/2026.
The information was submitted for publication through the agency of Peter Åsberg on 5 May 2021 at 12:30pm CEST.
Midsona develops and markets strong brands within health and well-being, with products that help people live a healthier and more sustainable life, with an increased understanding of the origin of the raw material and with transparency as to the content. The Midsona share is listed on NASDAQ OMX Stockholm, Mid Cap. For more information www.midsona.com/en
Dokument och länkarMidsona - Bulletin Annual General Meeting 5 May 2021