At the annual general meeting in Azelio AB (publ) in Stockholm the shareholders resolved upon the following:
Approval of the financial statements of 2018 and discharge from liability
The annual general meeting approved the income statement and balance sheet as well as the consolidated income statement and the consolidated balance sheet for the financial year 2018, and the members of the board and the managing director was discharged from liability for the financial year 2018.
Allocation of profit or loss
The annual general meeting resolved, in accordance with the board’s proposal, that the funds at the meeting’s disposal consisting of the profit of the year, SEK 323,809,528 is carried forward and that no dividends are paid out for the financial year 2018.
Election of board members, auditors, fees to the board of directors and auditors
The annual general meeting resolved, in accordance with the proposal of the principal shareholder, Blue Marlin AB (the “Principal Shareholder”), that the number of members of the board of directors shall be eight without deputy members, and that the company shall have one auditor, with no deputies.
Bo Dankis, Bertil Villard, Kent Janér, Pär Nuder, Mattias Bergman, Hicham Bouzekri and Lars Thunell were, in accordance with the proposal of the Principal Shareholder, re-elected and Sigrun Hjelmquist elected as members of the board of directors up until the end of the next annual general meeting, it was also resolved to re-elect Bo Dankis as chairman of the board. Furthermore, it was resolved to re-elect the accounting firm KPMG AB as auditor for the period up until the end of the next general, and it was noted that the authorised public accountant Fredrik Waern will be the auditor in charge.
The annual general meeting further resolved that fees shall be paid in accordance with the Principal Shareholder’s proposal, meaning a fee to the chairman of the board of directors of SEK 500,000 and a fee of SEK 150,000 to each other board member elected by the shareholders’ meeting not employed by the company. It was furthermore resolved that the board member Sigrun Hjelmquist shall receive a onetime payment amounting to SEK 63,000 in order to cover the cost for subscription of warrants.
Principles for appointment of a nomination committee
The annual general meeting resolved, in accordance with the proposal of the board of directors, to adopt principles for appointing a nomination committee for the annual general meeting 2020. In short, these principles states that the nomination committee shall be composed of the chairman of the board of directors together with one representative of each of the three largest shareholders, based on ownership in the company as of the expiry of the third quarter of the financial year.
Authorisation to issue new shares
The annual general meeting resolved, in accordance with the proposal of the board of directors, to authorise the board to resolve – at one or several occasions and for the time period until the next annual general meeting – to increase the company’s share capital by new share issues, to the extent that it corresponds to a dilution of not more than 15 percent of the number of shares outstanding at the time of the notice of the annual general meeting, after full exercise of the hereby proposed authorisation. New share issues may be made with or without deviation from the shareholders’ preferential rights and with or without provisions for contribution in kind, set-off or other conditions.
Long-term incentive program
The annual general meeting resolved, in accordance with the proposal of the Principal Shareholder, to adopt a long-term incentive programme directed to the newly elected board member, Sigrun Hjelmquist. The incentive program comprises the issuance of not more than 60,000 warrants.
For further information, contact:
Jonas Eklind, CEO, Azelio
Tel: +46 709 40 35 80
Kennet Lundberg, CFO, Azelio
Tel: +46 705 24 47 79
The information was published for public disclosure on June 18th, 2019 at 12:25 CEST through the agency of the contact person set out above.