The following decisions were passed, among others, at the Annual General Meeting (the “AGM”) in Edgeware AB (publ) on 4 May 2018. The board of directors’ complete proposals have previously been published and is available at the company’s website: corporate.edgeware.tv.
Approval of the annual report, appropriation of result and discharge from liability
The AGM decided to adopt the income statement and balance sheet, consolidated income statement and balance sheet for 2017. Furthermore, it was decided that the company’s results shall be carried forward and thus no dividend will be distributed. The AGM also decided to discharge the board members and the managing director from liability.
Number of board members and auditors, election of board members and auditors and fees to the board members and auditors
The AGM decided that the number of board members, appointed by the shareholders’ meeting, should be six without deputies. Michael Ruffolo, Sigrun Hjelmqvist and Kent Sander were re-elected as members of the board of directors, Arnd Benninghoff, Tuija Soanjärvi and Jonas Hasselberg were elected as members of the board of directors. Jason Pinto, Staffan Helgesson and Karl Thedéen have declined re-election. Michael Ruffolo was re-elected chairman of the board.
The AGM decided that the number of auditors shall be one without deputies. Deloitte AB was re-elected as the company’s auditor.
The AGM decided that the remuneration to the board of directors shall amount to SEK 1,495,000 to be allocated with SEK 500,000 to the chairman of the board and SEK 180,000 to each other member of the board of directors. Remuneration for committee work in the in the audit committee shall be paid with in total SEK 60,000 (whereof SEK 30,000 shall be allocated to the chairman of the committee and SEK 15,000 to each of the other two members), as well as remuneration for committee work in the remuneration committee shall be paid with in total SEK 35,000 (whereof SEK 15,000 shall be allocated to the chairman of the committee and SEK 10,000 to each of the other two members). Remuneration to the auditor will be on current account.
Resolution regarding the nomination committee and guidelines for remuneration and other terms of employment for the group management
The AGM decided in accordance with the proposed principles for the appointment of the nomination committee and the board of directors’ proposal regarding guidelines for remuneration and other terms of employment for the group management.
Resolution to adopt a new long-term incentive programme and issue of warrants
The AGM decided, in accordance with the board of directors’ proposal, to adopt a new long-term incentive programme and issue of warrants. The program encompasses the CEO and approximately 30 – 40 other employees within Edgeware AB. In total, no more than 800,430 warrants may be issued under the programme. Each warrant shall entitle the holder to subscribe for one new share for a period from 1 July 2021 through 30 November 2021 in Edgeware AB. The exercise price shall correspond to 130 per cent of the average volume weighted Edgeware share price as quoted on Nasdaq Stockholm during the period 10 trading days calculated as from and including 7 May 2018.
Richard Berg, General Counsel
+ 46 702-85 31 57. Richard.Berg@edgeware.tv