2022-05-24

Bulletin from Balco Group’s Annual General Meeting 2022

Annual General Meeting for Balco Group AB was held on Tuesday May 24 2022, at Elite Stadshotellet, Kungsgatan 6 in Växjö.

Press release

Växjö May 24 2022

The Annual General Meeting approved the groups income statements and balance sheets and discharged the members of the board and CEO from liability for the financial year of 2021.

The Annual General Meeting resolved on a dividend of SEK 2.00 per share, corresponding to a total of SEK 43,818,696, divided into two payments, SEK 1.00 per share in May 2022 and SEK 1.00 per share in November 2022.

The Annual General Meeting approved the Board of Directors remuneration report for 2021.

The Annual General Meeting resolved, according to the proposition from Nomination Committee, that remuneration to the board and committees shall be SEK 525,000 to the chairman of the Board of Directors, SEK 210,000 to each of the other members of the Board of Directors, SEK 100,000 to the chairman of the Audit Committee, SEK 50,000 to each of the other members of the Audit Committee, SEK 60,000 to the chairman of the Remuneration Committee, SEK 30,000 to each of the other members of the Remuneration Committee. The proposal entails a total board remuneration amounting to SEK 1,895,000

It was resolved, for the period until the end of the next Annual General Meeting, re-election of Mikael Andersson, Ingalill Berglund, Vibecke Hverven, Carl-Mikael Lindholm, Johannes Nyberg and Thomas Widstrand. Ingalill Berglund was re-elected as Chairman of the board.

In accordance with the proposition from Nomination Committee, the Annual General Meeting elected KPMG AB as the company’s auditor with authorised auditor Michael Johansson as the auditor in charge.

The Annual General Meeting resolved on amendments to the company's Articles of Association regarding the description of the company's objects and clarification regarding deputy auditors.

It was resolved to authorise the Board of Directors to, at one or several occasions until the next Annual General Meeting, issue, with or without preferential rights for the shareholders, against payment in cash, payment in kind or payment through set-off, shares or share warrants or convertibles referring to such shares, signifying an increase or potential increase of the company’s share capital with a maximum of ten per cent or 2,190,934 shares. The purpose of the authorisation and the reasons for a possible deviation from the shareholders’ preferential rights is that new issues of shares shall be able to occur to finance acquisitions of companies, to raise capital, or to finance further growth in the company in other ways.

The Annual General Meeting resolved to authorise the Board of Directors to, at one or several occasions until the next Annual General Meeting, decide on acquisition of own shares in the share class that, at the time of the utilisation of the authorisation, are admitted to trading on Nasdaq Stockholm.

Acquisitions of shares in the company may be carried out on Nasdaq Stockholm. The number of shares that may be acquired shall not exceed a number implying that the company’s total shareholding of own shares after acquisition corresponds to more than one tenth of all shares in the company at any time. The purpose of the proposed authorisation to acquire own shares is to enable an improvement of the company’s capital structure and to give the Board of Directors an increased scope of action, including to be able to use own shares as payment in connection with the acquisition of companies.

The Annual General Meeting decided to authorise the Board of Directors to, at one or several occasions until the next Annual General Meeting, resolve on transfers of own shares in the share class that, at the time of the utilisation of the authorisation, are admitted to trading on Nasdaq Stockholm and on terms further set out in the proposition. Transfers of own shares may be made with deviation from the preferential rights of the shareholders. The purpose of the authorisation to transfer own shares and the reason for the deviation from the shareholders’ preferential rights is to enable an improvement of the company’s capital structure and to give the Board of Directors an increased scope of action in relation to future acquisitions by facilitating a fast and cost-effective financing through the disposition of own shares.

The Annual General Meeting resolved that the Company shall make an offer to the holders of warrants of series 2020/2023 to repurchase warrants at market terms and on terms further set out in the proposition. The purpose of the proposal is to make it less burdensome for the warrant holders to exercise their respective holdings of warrants compared to if the warrants are exercised and the holders, in order to finance the exercise, subsequently sell the new shares on the market.

It was resolved by the Annual General Meeting to implement an incentive program in the Company to current and future senior executives in the Company and, where applicable, its subsidiaries by A) issuing warrants to the wholly-owned subsidiary Balco AB, reg. no. 556299–4482 (the “Incentive Company”), and B) approve the transfer of the issued warrants of the program to the participants in the incentive program 2022/2025. Not more than 220,000 warrants can be issued, entitling for subscription for an equal number of shares in the Company. If all warrants are used for subscription of shares, the Company’s registered share capital will increase with not more than SEK 1,320,051.81 kronor. Further terms for the incentive program are set out in the proposition submitted to the AGM.

The Annual General Meeting resolved to approve that the Incentive Company transfer not more than 220,000 warrants, to the management of the Company or other Group Company under the Incentive Program 2022/2025, on the terms set out in the proposition submitted to the AGM.  

The purpose of the incentive program is to create conditions for retaining and recruiting competent staff for the group, provide competitive compensation and align the interests of the participants with those of the shareholders as well as promote own shareholding in the company and thereby promote shareholder value and the company’s creation of long-term value.

 

 

The information was submitted for publication, through the agency of the CFO and Head of Investor Relations, on May 24 2022 at 19.00 CET.