Resolutions at the annual general meeting in OX2 AB (publ)
At the annual general meeting in OX2 today on 4 May 2022, it was resolved on, among other things, re-election of the members of the board, authorisation for the board of directors to resolve on issuances of shares, implementation of a long-term incentive programme in the form of a share savings programme for certain key persons, implementation on a long-term incentive programme in the form of a warrant programme for certain board members and a resolution to approve that the company transfer warrants.
Adoption of income statements and balance sheets
The annual general meeting adopted the income statement and the balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2021.
The annual general meeting resolved that no dividends shall be paid.
Election of the board of directors and determination of fees for the board of directors
Johan Ihrfelt was re-elected as the chairman of the board of directors for the period until the end of the next annual general meeting. Tomas von Otter, Anna-Karin Eliasson Celsing, Niklas Midby, Petter Samlin, Jan Frykhammar, Malin Persson, and Ann Grevelius were re-elected as a board members, for the period until the close of the next annual general meeting.
The annual general meeting resolved on fees to the members of the board of directors on an annual basis, for the period until the end of the next annual general meeting, in accordance with the following:
· SEK 300,000 shall be paid to each of the members of the board of directors;
· SEK 150,000 shall be paid to the chairman of the audit committee and SEK 100,000 to a member of the audit committee;
· SEK 100,000 shall be paid to the chairman of the investment committee and SEK 75,000 to a member of the investment committee;
· SEK 75,000 shall be paid to the chairman of the remuneration committee and SEK 50,000 to a member of the remuneration committee; and
· remuneration for ad hoc committees that are established by the board of directors shall be paid with an amount of SEK 7,500 per meeting (however not more than SEK 75,000 per board member).
Election of auditor and determination of fees to the auditor
The annual general meeting re-elected Deloitte AB as the company’s auditor for the period until the close of the next annual general meeting. The fees to the auditor shall be paid in accordance with approved invoice.
Resolution on authorisations for the board of directors to resolve on issuances of shares
The annual general meeting resolved to authorise the board of directors to, at one or several occasions during the period until the next annual general meeting, with or without deviation from the shareholders' preferential rights, resolve upon the issuance of new shares. The board of directors' authorisation is limited so that the board of directors may not resolve upon the issuance of shares that entails the issuance of shares corresponding to more than ten per cent of the total number of shares in the company at the time when the authorisation is exercised by the board of directors for the first time. 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.
Resolution on implementation of a long-term incentive programme in the form of a share savings programme for certain key persons
The annual general meeting resolved to implement a long-term incentive programme in the form of a share savings programme for certain existing and future key persons which do not participate in the company's existing shareholder programme (which was implemented before the company was listed on Nasdaq First North Premier Growth Market) (up to 44 persons) and for a future key person in the group (up to 1 person). The share savings programme requires that the participants for own funds acquire shares in the company on the marketplace where the company's shares are listed from time to time. The investment in shares that can be acquired in this way as so-called savings shares are limited to minimum SEK 20,000 and with a maximum investment which is dependent on which category the participant belongs to. Each savings share entitles the participant to receive 0.5 shares and an additional 1-3 shares free of charge (up to 6 for the future key person) at the expiry of a three-year vesting period, depending on which group the participant belongs to and certain other restrictions and possible recalculations according to the full terms and conditions of the warrants. In order to secure delivery of the shares in the share savings programme, the annual general meeting resolved on a directed issue of not more than 475,957 warrants to the company and to approve that the company subsequently transfer the warrants to the participants in connection with the delivery in accordance with the share savings programme at the end of the three-year vesting period.
The proposal on implementation of a long-term incentive programme in the form of a warrant programme for certain board members
The proposal on implementation of a long-term incentive programme in the form of a warrant programme for certain board members was withdrawn by the principal owners and thus not presented to the annual general meeting for a vote.
The annual general meeting also resolved on:
· Discharge from liability for all members of the board of directors and the managing director.
· To approve the remuneration report.
· To adopt guidelines for remuneration to senior executives in accordance with the board of directors’ proposal.
· That the procedure and instruction for election of the nomination committee that was resolved by the annual general meeting 2021 shall apply unchanged until further notice.
The minutes from the annual general meeting will be available at the company and on the company’s website, www.ox2.com.