Announcement from annual general meeting in Thunderful Group AB, held on May 17, 2023
An annual general meeting was held in Thunderful Group AB on May 17, 2023. A summary of the decisions made at the general meeting follows below. All resolutions have been made with required majority and in accordance with the proposals set forth by the Board of Directors and the Nomination Committee.
Adoption of the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet and discharge of liability for board members and the CEO
The annual general meeting adopted the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet regarding the 2022 financial year. The annual general meeting further decided to grant each member of the board and the CEO discharge of liability regarding the 2022 financial year.
Decision regarding the disposition of the company's profit
The annual general meeting decided that no dividend shall be paid for the 2022 financial year and that the company's available funds amounting to SEK 2,069,366,452, including the profit of the year, shall be carried forward into a new account.
The election of board members, chairman of the board and the election of company auditor
The Board shall consist of six ordinary members elected by the general meeting and no deputies. The annual general meeting decided on the re-election of Mats Lönnqvist, Owe Bergsten and Tomas Franzén and new election of Martin Walfisz, Sara Bach and Patrick Svensk as ordinary Board members. More information regarding the Board members can be found on the company's website, www.thunderfulgroup.com.
Patrick Svensk was elected as chairman of the Board (new election).
The Company shall have one auditor and no deputy auditor. The annual general meeting decided to elect the registered auditing company PricewaterhouseCoopers i Sverige AB as the company auditor until the 2024 annual general meeting. Authorized accountant Nicklas Kullberg will be the principal auditor.
Decision on remuneration for Board members, members of the audit committee, renumeration committee and renumeration to the auditor
The annual general meeting decided that remuneration of in total SEK 1,500,000 be paid to the Board members. Out of this amount SEK 500,000 shall be paid to the chairman of the Board and SEK 250,000 to the other Board members for the entire term of office.
The annual general meeting resolved that SEK 50,000 shall be paid to the chairman of the audit committee and SEK 30,000 to each member of the audit committee. Regarding remuneration to the renumeration committee, it was resolved that SEK 40,000 shall be paid to the chairman of the renumeration committee, and that SEK 20,000 shall be paid to each member of the remuneration committee.
The annual general meeting further decided that remuneration to the company's auditor shall be paid in accordance with an approved invoice.
Decision to authorize the Board of Directors to decide on a new issue of shares, warrants and convertibles
The annual general meeting decided to authorize the Board of Directors to, until the next annual general meeting, decide on a new issue of shares, warrants and convertibles, on one or more occasions and with or without deviation from the shareholders' preferential rights and with or without provisions on non-cash, set-off or other conditions for payment and participation. The purpose of the authorization and the reason for allowing the Board of Directors to deviate from the shareholders' preferential rights is to enable the Company to carry out company acquisitions, acquisitions of operating assets or to accelerate the Company's expansion in other ways. The number of shares issued with support from the authorization or that may be issued through the exercise of warrants and conversion of convertibles issued with support from the authorization, may amount to a maximum of 7,029,059 shares, corresponding to a dilution of approximately 10 percent of all outstanding shares at the time of the notice to the annual general meeting and the same dilution effect on the key figures for the share that the company reports. To the extent that a new issue takes places with a deviation from the shareholders' preferential rights, the new issue shall take place on market terms. The Board of Directors has the right to determine other terms for the issue.
Decision on implementation of warrant-based incentive program 2023/2026 for certain key persons
The annual general meeting decided to implement a warrant-based incentive program 2023/2026 for certain key persons through an issue of not more than 490,000 warrants with the right to subscribe for new shares in the company and to approve the transfer of such warrants. More information regarding the warrant-based incentive program can be found on the company's website, www.thunderfulgroup.com.
Decision on implementation of an employee stock option program for certain foreign key persons and directed issue of warrants for delivery of shares in accordance with the employee stock option program 2023/2026
The annual general meeting decided to implement an employee stock option program 2023/2026 for certain foreign key persons and, in order to ensure the company's commitments to the employee stock option program, to issue no more than 450,000 warrants with the right to subscribe for new shares in the company and to approve the transfer of such warrants. More information regarding the employee stock option program can be found on the company's website, www.thunderfulgroup.com.
Decision on amendment of the Articles of Association
The annual general meeting decided to adopt an updated Articles of Association with the amendment of a new item 8 regarding shareholders right to participate in general meetings. The amendment grants an opportunity for the Board of Directors to collect proxies in accordance with the Companies Act Chapter 7 Section 4, an opportunity for the Board of Directors to resolve on that shareholders may exercise their voting right by postal voting prior to the general meeting, that shareholders who wish to participate in the general meeting must notify their intention to do so. Furthermore, the amendment means that shareholders may bring a maximum of two assistants to the general meeting under certain conditions.
The decisions in their entirety
The adopted the decisions in their entirety can be found on the company's website, www.thunderfulgroup.com
This information was provided for publication on May 17, 2023, at 19.30 CEST.